Amendment No. 1, dated 17 April 2018, to the Finance Contract entered into by and between the European Investment Bank, LivaNova PLC, Sorin CRM and Sorin Group Italia S.r.l., dated 29 June 2017; and Amendment No. 2, dated 17 April 2018, to the Finance Contract entered into by and between the European Investment Bank, LivaNova PLC, Sorin CRM S.A.S. and Sorin Group Italia S.r.l. on 6 May 2014, as amended and restated on 2 Oct 2015; and Waiver of Articles 4.03A(3), 6.05 and 6.06 of the aforementioned Amendments

In this letter:

"Effective Date" means the date on which the Bank confirms to LivaNova PLC, Sorin CRM S.A.S. and Sorin Group Italia S.r.l. in writing (including by electronic mail or other electronic means) that the Bank has received in a form and substance satisfactory to it (i) two (2) originals of this letter duly countersigned on behalf of LivaNova PLC, Sorin CRM S.A.S. and Sorin Group Italia S.r.l., together with a certified copy of the relevant authority of signatories, unless otherwise already provided, and copy of any other authorisation or other document, opinion or assurance which the Bank considers to be necessary or desirable (if it has notified LivaNova PLC, Sorin CRM S.A.S. and Sorin Group Italia S.r.l. accordingly) in connection with the entry into and performance of the transaction contemplated by this letter or for the validity and enforceability of this letter; and (ii) evidence of the payment of the waiver fee set out in Paragraph 7 below.

«(1) The Borrowers have stated that they are undertaking a project of research and development (R&D) of various new products and product improvements with a particular focus on i) cardiac surgery (heart valves and cardiopulmonary) and ii) cardiac rhythm management (the "Project") as more particularly described in the technical description (the "Technical Description") set out in Schedule A.1. The Project is covering the entire product development from pre-clinical studies to clinical trials and life cycle engineering. The Project will be managed by the Italian Subsidiary and implemented in France and Italy.

<<By this Contract the Bank establishes in favour of the Borrowers, and the Borrowers accept, the credit in an amount of EUR 90,000,000.00 (ninety million euros) for the financing of the Project (the "Credit").»

With effect from the Effective Date, subject to the successful completion of the Sale, the Finance Contract

83.445 shall be amended as follows with reference to the Event.

Any references to Sorin CRM SAS. and to "French Subsidiary" shall be deleted wherever they appear in the text of the Finance Contract 83.445 and the definitions of "Borrowers", "Borrower" and Co-debtor under the Finance Contract 83.445 shall be amended to read as follows:

«The Parent and the Italian Subsidiary are collectively referred to herein as the "Borrowers", and each of them a "Borrower".>>; and

«"Co-debtor" means each of the Parent and the Italian Subsidiary acting as co-debtor under Article

1.11 and guarantor under Article 7.01.»

With effect from the Effective Date, subject to the successful completion of the Sale, the Bank hereby confirms its consent to LivaNova PLC, Sorin CRM SAS. and Sorin Group Italia S.r.l. to waive its rights under Articles 4.03A(3) (Change of Control), 6.05 (Continuing Project undertakings) and 6.06 (Disposal of assets) of each of the Finance Contracts, with exclusive reference to the Event.

LivaNova PLC, Sorin CRM SAS. and Sorin Group Italia S.r.l. acknowledge and agree that, other than as expressly set out and agreed hereby, this letter does not constitute a waiver granted by the Bank or amendment of any other term or condition of the Finance Contracts. The Bank reserves any and all contractual and legal rights it has under the Finance Contracts and the applicable law.

By countersigning this letter:

A waiver fee of EUR 8,000 (eight thousand euros) shall be due by LivaNova PLC to the Bank in connection with the execution of this letter. This amount shall be paid within 30 days following the date of the relevant invoice sent by the Bank to LivaNova PLC, indicating the number of the Bank's invoice as reference.

The waiver fee once paid is non-refundable and non-creditable against any other fees payable to the Bank.

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 to enjoy the benefit of any term of this agreement.

If you are in agreement with the above, please have two (2) originals of this letter returned to the Bank, to the attention of Mrs. Angela lacomucci (tel. +352 4379 83466, e-mail: a ***@***), initialled in each page, dated and duly signed in the name and on behalf of LivaNova PLC, Sorin CRM SAS. and Sorin Group Italia S.r.l. together with a certified copy of the relevant authority of signatories, unless otherwise already provided, by and not later than 14 May 2018. After such date, the Bank reserves the right, at its discretion, by notice to LivaNova PLC, Sorin CRM SAS. and Sorin Group Italia S.r.l., to confirm whether acceptance of this letter by the Borrowers is considered as validly given by LivaNova PLC, Sorin CRM SAS. and Sorin Group Italia S.r.l..

Purpose, Location

The project concerns the company's research and development (R&D) of various new products and product improvements with a particular focus on i) cardiac surgery (heart valves and cardiopulmonary), and ii) cardiac rhythm management. The project is covering the entire product development from pre-clinical studies to clinical trials and life cycle engineering.

The project will be managed from the Italian branch in Milan of LivaNova PLC and implemented on the promoter's R&D sites in France and Italy.

Description

The R&D activities within the cardiopulmonary segment will focus on the development of new devices including disposables I accessories and life cycle management of existing flagship devices. Example projects would be major improvements of the SS heart-lung machine (HLM) to bridge the way to next generation S7 HLM, a new Extracorporeal membrane oxygenation (ECMO) line and new Neonatal and pediatric oxygenators (NINO).

For heart valves the promoter will focus on two early clinical stage transcatheter mitral valve repair {TMVR) technologies as well as on the next generation PERCEVAL sutureless valve and different tissue valves.

Within the cardiac rhythm management the promoter will focus on the development of a low cost solution for the KORA pacemaker product line, development of a full body MRI-compatible solution based on the KORA pacemaker and IMRICOR technology lead and the development of various products within the PLATINIUM platform for cardiac resynchronisation therapy (CRT) devices. The promoter intends to further exploit its SonR technology for the development of its CRT devices. This technology consists of a sensor encapsulated inside the tip of an electrostimulation lead, which is implanted in the patient and is used to optimise the delivery of cardiac resynchronisation therapy.

Calendar

The project will be implemented from January 2017 until December 2020, except for ii) cardiac rhythm management : until 30.04.2018.