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•	Trademarks for our VNS therapy systems, the VNS Therapy® System, the VITARIA®™ System and our proprietary Pulse generators products: Model 102 (Pulse™), Model 102R (Pulse Duo™), Model 103 (Demipulse®), Model 104 (Demipulse Duo®), Model 105 (AspireHC®) and the Model 106 (AspireSR®).

•	Trademarks for our Oxygenators product systems: Inspire™, Heartlink™ and Connect™.

•	Trademarks for our line of surgical tissue and mechanical valve replacements and repair products: MitroflowTM, Crown PRTTM, Solo SmartTM, PercevalTM, Top HatTM, Reduced Series Aortic ValvesTM, Carbomedics Carbo-SealTM, Carbo-Seal ValsalvaTM, Carbomedics StandardTM, OrbisTM and OptiformTM, and Mitral valve repair products: Memo 3DTM, Memo 3D ReChordTM, AnnuloFloTM and AnnuloFlexTM.

•	Trademarks for our implantable cardiac pacemakers and associated services: REPLY 200TM, ESPRITTM, KORA 100TM, KORA 250TM, SafeRTM, the REPLY CRT-PTM, the remedé® System.

•	Trademarks for our Implantable Cardioverter Defibrillators and associated technologies: the INTENSIATM, PLATINIUMTM, and PARADYM® product families.

•	Trademarks for our cardiac resynchronization therapy devices, technologies services: SonR®, SonRtipTM, SonR CRTTM, the INTENSIATM, PARADYM RFTM, PARADYM 2TM and PLATINIUMTM product families and the Respond CRTTM clinical trial.

•	Trademarks for heart failure treatment product: Equilia®™.

•	Trademarks for our bradycardia leads: BEFLEX™ (active fixation) and XFINE™ (passive fixation).

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•	The FDA’s Quality System Regulation (“QSR”) under section 520 of the federal Food, Drug and Cosmetic Act (“FDCA”) and its implementing regulations at 21 C.F.R. Part 820.

•	The International Standards Organization - (“ISO”) EN ISO 13485:2012, Medical devices - Quality management systems.

•	The Independent certification bodies, DEKRA, LNE/G-MED and TUV SUD act as our notified bodies to ensure that our manufacturing quality systems comply with ISO 13485:2003.

•	The European Council Directives 93/42/EEC and 90/385/EEC, ISO 13485, which relates to medical devices and active implantable medical devices.

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•	The U.S. Environmental Protection Agency (“EPA”)

•	The Occupational Health and Safety Assessment System (“OSHAS”)

•	The European Union Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”)

•	Italian regulations under the Integrated Environmental Authorization acts

•	ISO 14001 certification

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•	the QSR, which governs, among other things, how manufacturers design, test, manufacture, modify, label, exercise quality control over and document manufacturing and quality issues regarding their products;

•	Establishment Registration, which requires establishments involved in the production and distribution of medical devices, intended for commercial distribution in the United States, to register with the FDA;

•	Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA;

•	Labeling and claims regulations, which require that all advertising and promotion of devices be truthful, not misleading and fairly balanced and provide adequate directions for use, and that all claims be substantiated;

•	Prohibition of marketing devices for off-label uses, including requirements relating to dissemination of articles and information and responding to unsolicited requests for off-label information;

•	Medical Device Reporting (“MDR”) regulations, which requires reporting to the FDA if a device may have caused or contributed to a death or serious injury, or if a device has malfunctioned and would be likely to cause or contribute to a death or serious injury if the malfunction were to recur;

•	Reporting and record keeping for certain corrections or removals initiated by a manufacturer to reduce a risk to health posed by a device or to remedy a violation of the FDCA caused by the device that may present a risk to health;

•	Statutory and regulatory requirements for Unique Device Identifiers (“UDIs”) on devices and submission of certain information about each device to the FDA’s Global Unique Device Identification Database (“GUDID”); and

•	In some cases, ongoing monitoring and tracking of a device’s performance and periodic reporting to the FDA of such performance results.

•	untitled letters or warning letters;

•	fines, injunctions and civil penalties;

•	mandatory recall or seizure of our products;

•	administrative detention or banning of our products;

•	operating restrictions, partial suspension or total shutdown of production;

•	refusing our request for 510(k) clearance or pre-market approval of new product versions;

•	revocation of 510(k) clearance or pre-market approvals previously granted; and

•	criminal prosecution and penalties.

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•	The ability of our sales force to effectively market and promote our products, and the extent to which those products gain market acceptance;

•	the existence and timing of any approvals, changes, or non-coverage determinations for reimbursement by third-party payors;

•	the rate and size of expenditures incurred on our clinical, manufacturing, sales, marketing and product development efforts;

•	our ability to obtain and retain personnel;

•	the availability of key components, materials and contract services, which depends on our ability to forecast sales, among other things;

•	investigations of our business and business-related activities by regulatory or other governmental authorities;

•	variations in timing and quantity of product orders;

•	temporary manufacturing interruptions or disruptions;

•	the timing and success of new product and new market introductions, as well as delays in obtaining domestic or foreign regulatory approvals for such introductions;

•	increased competition, patent expirations or new technologies or treatments;

•	product recalls or safety alerts;

•	litigation, including product liability, patent, employment, securities class action, stockholder derivative, general commercial and other lawsuits;

•	continued volatility in the global market and worldwide economic conditions, in particular the implementation of Brexit will likely cause increased economic volatility;

•	changes in tax laws, including changes due to Brexit, or exposure to additional income tax liabilities;

•	the financial health of our customers and their ability to purchase our products in the current economic environment; and

•	other unusual or non-operating expenses, such as expenses related to mergers or acquisitions, may cause operating result variations.

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•	imposes an annual excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States. Due to subsequent legislative amendments, the excise tax has been suspended from January 1, 2016 to December 31, 2017, and, absent further legislative action, will be reinstated starting January 1, 2018; and

•	implements payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models.

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•	design, development and manufacturing;

•	testing, labeling, packaging, content and language of instructions for use and storage;

•	clinical trials;

•	product safety;

•	pre-market clearance and approval;

•	marketing, sales and distribution (including making product claims);

•	advertising and promotion;

•	product modifications;

•	recordkeeping procedures;

•	reimbursement;

•	reports of corrections, removals, enhancements, recalls and field corrective actions;

•	post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury;

•	complying with federal law and regulations requiring Unique Device Identifiers on devices and also requiring the submission of certain information about each device to the FDA’s Global Unique Device Identification Database; and

•	product import and export laws.

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•	untitled letters, warning letters, fines, injunctions or consent decrees;

•	customer notifications or repair, replacement, refund, recall, detention or seizure of products;

•	operating restrictions or partial suspension or total shutdown of production;

•	refusal to grant or delay in granting 510(k) clearance or PMA approval of new products or modified products;

•	withdrawing 510(k) clearances or PMA approvals that have already been granted;

•	refusal to grant export approval for our products; or

•	civil penalties or criminal prosecution.

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•

the Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the Anti-Kickback Statute or specific intent to violate it to have committed a violation; in addition, the government may assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

•

federal civil and criminal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other federal third-party payors that are false or fraudulent. Actions under the False Claims Act can be brought by the Attorney General or as qui-tam actions by private individuals in the name of the government. Such private individuals, commonly known as “whistleblowers,” may share in any amounts paid by the entity to the government in fines or settlement. When an entity is determined to have violated the False Claims Act, it may be required to pay up to three times the actual damages sustained by the government, plus civil penalties for each separate false claim;

•	the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier;

•	federal criminal laws that prohibit executing a scheme to defraud any federal healthcare benefit program or making false statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

•

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information. This is the same significant risk further described in the Annual Report Form 10-K, Item 1A, under the heading “Risk Factors: Patient Confidentiality and federal and state privacy and security laws and regulations in the United States may adversely impact our selling model”;

•

the U.S. Sunshine Act, which requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the Centers for Medicare & Medicaid Services (“CMS”) information related to payments or other “transfers of value” made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, and requires applicable manufacturers and group purchasing organizations to report annually to the government ownership and investment interests held by the physicians described above and their immediate family members and payments or other “transfers of value” to such physician owners. Manufacturers are required to submit reports to CMS by the 90th day of each calendar year;

•	the FCPA, which prohibits corporations and individuals from paying, offering to pay or authorizing the payment of anything of value to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business or to otherwise influence a person working in an official capacity;

•

the U.K. Bribery Act, which prohibits both domestic and international bribery, as well as bribery across both public and private sectors; and bribery provisions contained in the German Criminal Code, which, pursuant to draft legislation being prepared by the German government, may make the corruption and corruptibility of physicians in private practice and other healthcare professionals a criminal offense; and

•

analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require device companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

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•	product quality, reliability and performance;

•	product technology;

•	breadth of product lines and product services;

•	ability to identify new market trends;

•	customer support;

•	price;

•	capacity to recruit engineers, scientists and other qualified employees; and

•	reimbursement approval from governmental payors and private healthcare insurance providers.

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•	local product preferences and product requirements;

•	longer-term receivables than are typical in the EU or the United States;

•	fluctuations in foreign currency exchange rates;

•	less intellectual property protection in some countries outside the EU or the United States;

•	trade protection measures and import and export licensing requirements;

•	workforce instability;

•	political and economic instability;

•	Same significant risk further described in the Annual Report Form 10-K, Item 1A, under the heading “Risk Factors: Our failure to comply with rules relating to healthcare fraud and abuse, false claims and privacy and security laws may subject us to penalties and adversely impact our reputation and business operations.”

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•	The ability of our sales force to effectively market and promote our products, and the extent to which those products gain market acceptance;

•	the existence and timing of any approvals, changes, or non-coverage determinations for reimbursement by third-party payors;

•	the rate and size of expenditures incurred on our clinical, manufacturing, sales, marketing and product development efforts;

•	our ability to obtain and retain personnel;

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•	the availability of key components, materials and contract services, which depends on our ability to forecast sales, among other things;

•	investigations of our business and business-related activities by regulatory or other governmental authorities;

•	variations in timing and quantity of product orders;

•	temporary manufacturing interruptions or disruptions;

•	the timing and success of new product and new market introductions, as well as delays in obtaining domestic or foreign regulatory approvals for such introductions;

•	increased competition, patent expirations or new technologies or treatments;

•	product recalls or safety alerts;

•	litigation, including product liability, patent, employment, securities class action, stockholder derivative, general commercial and other lawsuits;

•	the financial health of our customers, and their ability to purchase our products in the current economic environment; and

•	other unusual or non-operating expenses, such as expenses related to mergers or acquisitions, may cause operating result variations;

•	increases in the market-participant risk-adjusted WACC;

•	declines in anticipated growth rates.

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(1)	Includes (i) shares purchased as part of a publicly announced repurchase plan, and (ii) shares repurchased by an affiliated employee benefit trust on the open market.

(2)	Shares are purchased at market price.

(3)

On August 1, 2016, the Board of Directors of LivaNova approved the authorization of a share repurchase program of up to $150 million (the "Share Repurchase Program".) The Share Repurchase Program authorizes the Company to repurchase up to $30 million of the Company's ordinary shares from September 1, 2016 through December 31, 2016 and up to a total of $150 million (inclusive of the foregoing $30 million) between September 1, 2016 and December 31, 2018. On November 15, 2016, the Board of Directors approved an amendment (the "Amended Share Repurchase Program") to the Share Repurchase Program. The Amended Share Repurchase Program authorized the Company to repurchase up to $50 million of the Company's ordinary shares through December 31, 2016 (instead of the originally authorized $30 million.) The Share Repurchase Program and the subsequent Amended Share Repurchase Program are both in accordance with an authority approved by the Company's shareholders at its annual general meeting on June 15, 2016. Purchases of the ordinary shares under both programs were carried out on NASDAQ. Ordinary shares repurchased by the Company through the Amended Share Repurchase Program were then canceled.

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•	LivaNova and its consolidated subsidiaries for the year ended December 31, 2016.

•

A transitional period, April 25, 2015 to December 31, 2015, filed on Form 10-K/T. This transitional report is the result of the change from Cyberonics’ fiscal year ending the last Friday in April before the Mergers to a calendar year ending December 31st after the Mergers. The transitional period included the business activities of Cyberonics and its consolidated subsidiaries for the period April 25, 2015 to October 18, 2015, and the consolidated results of the combined businesses of LivaNova (Cyberonics and Sorin) for the period October 19, 2015 to December 31, 2015.

•	LivaNova is also reporting the historical results of Cyberonics and its consolidated subsidiaries for the fiscal years ended April 24, 2015 and April 25, 2014.

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(1)	Contractual obligations do not include $22.4 million of unrecognized tax benefits, inclusive of interest and penalties, included on our consolidated balance sheet as of December 31, 2016. We are unable to specify with certainty the future periods in which we may be obligated to settle such amounts.

(1)	Government bid guarantees include such items as unconditional bank guarantees, irrevocable letters of credit and bid bonds.

(2)	Commercial guarantees include our lease and tenancy guarantees.

(3)	The guarantees to the governmental tax authorities consist primarily of the guarantee issued to the Italian VAT Authority.

(4)	We are unable to specify with certainty the future periods in which we may be obligated to settle such amounts.

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•	LivaNova and its consolidated subsidiaries for the year ended December 31, 2016.

•

A transitional period, April 25, 2015 to December 31, 2015, filed on Form 10-K/T. This transitional report is the result of the change from Cyberonics’ fiscal year ending the last Friday in April before the Mergers to a calendar year ending December 31st after the Mergers. The transitional period included the business activities of Cyberonics and its consolidated subsidiaries for the period April 25, 2015 to October 18, 2015, and the consolidated results of the combined businesses of LivaNova (Cyberonics and Sorin) for the period October 19, 2015 through December 31, 2015.

•	LivaNova is also reporting the historical results of Cyberonics and its consolidated subsidiaries for the fiscal years ended April 24, 2015 and April 25, 2014.

•	Merger expenses consisted of expenses directly related to the Mergers, such as professional fees for legal services, accounting services, due diligence, a fairness opinion and the preparation of registration and regulatory filings in the United States and Europe, as well as investment banking fees.

•	Integration expenses consisted of consultancy fees with regard to: our systems integration, organization structure integration, finance, synergy and tax planning, the transition to U.S. GAAP for Sorin, our London Stock Exchange listing and certain re-branding efforts.

•

After the consummation of the Mergers between Cyberonics and Sorin in October 2015, we initiated several restructuring plans (the “Restructuring Plans”) to combine our business operations. We identified costs incurred and liabilities assumed for the Restructuring Plans. The Restructuring Plans are intended to leverage economies of scale, eliminate duplicate corporate expenses, streamline distributions and logistics and office functions in order to reduce overall costs.

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Amortization expense of $9.7 million, $1.0 million and $1.3 million was reclassified from Cost of Sales, SG&A and R&D expense and reported separately in the accompanying consolidated statements of income (loss), for the transitional period April 25, 2015 to December 31, 2015, and the fiscal years ended April 24, 2015 and April 25, 2014, respectively, in order to conform with the year ended December 31, 2016.

•	Prepaid income taxes were reclassified into Prepaid and Refundable Income Taxes from Prepaid Expenses and Other Current Assets in the accompanying consolidated balance sheet for the fiscal year ended April 24, 2015 in the amount of $3.0 million in order to conform with subsequent period presentations.

•	Income taxes payable was reported separately as a current liability, rather than as an Other Current Liability, in the accompanying consolidated balance sheet for the fiscal year ended April 24, 2015 in the amount of $2.1 million in order to conform with subsequent period presentations.

•

Accrued employee compensation and related benefits was reported separately as a current liability, rather than included with Accrued Liabilities, in the accompanying consolidated balance sheets for the transitional period April 25, 2015 to December 31, 2015 in the amount of $77.3 million, and for the fiscal year ended April 24, 2015 in the amount of $13.8 million in order to conform with the year ended December 31, 2016.

•	Long-term employee compensation and related benefits liability was reported separately as a long-term liability, rather than included with Other Long-Term Liabilities, in the accompanying consolidated balance sheets for the fiscal year ended April 24, 2015 in the amounts of $1.3 million in order to conform with subsequent period presentations.

•	Certain previously reported amounts in the accompanying consolidated statements of cash flows for the transitional period April 25, 2015 to December 31, 2015, the fiscal year ended April 24, 2015 and the fiscal year ended April 25, 2014 have been reclassified to conform to the current year presentation.

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•	Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities.

•	Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.

•	Level 3 - Inputs are unobservable for the asset or liability.

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(1)

Each Sorin share award (other than a Sorin stock appreciation right) granted prior to the Sorin merger effective time accelerated, vested and was converted into the right to receive LivaNova ordinary shares based on the Sorin Exchange Ratio. The total fair value of the replacement awards is $25.2 million, including $9.2 million attributable to pre-combination services and allocated to consideration transferred to acquire Sorin. Of the remaining $16.0 million, $8.3 million was recognized immediately in the post-combination period and $7.7 million will be recognized over the post-combination service period to February 28, 2017 due to the service period requirements of the awards. Refer to “Note 20. Stock-Based Incentive Plans” for further discussion of treatment of equity awards.

(2)

As of October 16, 2015 there were 3,815,824 Sorin stock appreciation rights. Each Sorin stock appreciation right granted prior to the Sorin merger effective time accelerated, vested and was converted into the right to receive 0.0472 LivaNova stock appreciation right based on the Sorin Exchange Ratio. The total fair value of the replacement stock appreciation rights is $3.8 million, including $2.2 million attributable to pre-combination services and allocated to consideration transferred to acquire Sorin. The remaining $1.6 million was recognized immediately in the post-combination period. Refer to “Note 20. Stock-Based Incentive Plans” for further discussion of treatment of equity awards.

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(1)	Neuromodulation expense for the year ended December 31, 2016 included building and equipment impairment of $5.7 million related to the Costa Rica exit plan.

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(1)	Primarily cash surrender value of company owned life insurance policies.

(1)	Refer to “Note 11. Product Remediation Liability.”

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(1)	Refer to “Note 11. Product Remediation Liability.”

(2)

The earnout for contingent payments represents contingent payments we assumed during the Mergers for two acquisitions completed by Sorin prior to the Mergers. The first acquisition, in September 2015, was of Cellplex PTY Ltd. in Australia; the second acquisition was of the commercial activities of a local distributor in Colombia. The contingent payments for the Cellplex acquisition are based on achievement of sales targets by the acquiree through June 30, 2018 and the contingent payments for the second acquisition are based on sales of cardiopulmonary disposable products and heart-lung machines of the acquiree through December 2019. Refer to “Note 15. Fair Value Measurements.”

(3)	The unfavorable operating leases liability represents the adjustment to recognize Sorin’s future lease obligations at their estimated fair value in conjunction with the Mergers, with an average life of 5 years.

(1)	ImThera Medical, Inc. is a private U.S. company developing a neurostimulation device system for the treatment of obstructive sleep apnea.

(2)

Cerbomed GmbH is a European company developing a transcutaneous vagus nerve stimulation device for the treatment of epilepsy. During the transitional period April 25, 2015 to December 31, 2015, we recorded an other-than-temporary impairment of $5.1 million against our investment in Cerbomed. We recorded the charge in Impairment of Investments in the consolidated statement of income (loss). Refer to “Note 15. Fair Value Measurements.”

(3)	Rainbow Medical Ltd. is a private Israeli venture capital company that seeds and grows companies developing medical devices in a diverse range of medical fields.

(4)	Respicardia is a privately funded U.S. company developing an implantable device designed to restore a more natural breathing pattern during sleep in patients with central sleep apnea ("CSA") by transvenously stimulating the phrenic nerve. As of November 30, 2016, we reclassified Respicardia to a cost method investment from an equity method investment, refer to the Respicardia details below.

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(1)	Ownership percentages as of December 31, 2016.

(2)	We have outstanding loans to Caisson Interventional LLC and to Highlife S.A.S that amount to $8.7 million, which are included in Other Current and Other Assets Long-Term in the consolidated balance sheets. We invested an additional $7.5 million in Caisson Series B Preferred Units, in July 2016, upon achievement of a previously agreed upon milestone.

(3)	In September 2016 we recorded an impairment of Respicardia of $9.2 million and as of November 30, 2016, we reclassified Respicardia to cost method investments. Refer to the Respicardia details below.

(4)	The total difference between the carrying amount of the investments and the amount of underlying equity in the net assets of these equity method investments was $46.9 million as of December 31, 2016.

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(1)	This contingent payment arose as a result of acquisitions by Sorin, prior to the Mergers, see “Note 13. Other Long-Term Liabilities” for further information.

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(1)	The European Investment Bank loan supports product development projects in Italy and France for the Cardiac Surgery and Cardiac Rhythm Management segments, and in addition, for the support of New Ventures therapeutic solutions aimed at treating heart failure and mitral valve regurgitation.

(2)	The Banca del Mezzogiorno loans support R&D projects as a part of the Large Strategic Project program of the Italian Ministry of Education, Universities and Research.

(3)	During the year ended December 31, 2016, we entered into two term loans as part of the Fondo Innovazione Tecnologica program implemented by the Italian Ministry of Education, University and Research through Mediocredito Italiano Bank.

(4)	This loan with Bpifrance, a French government entity, provides financial support for R&D activity in France.

(5)	This loan from Wallonia Region in Belgium, supports several R&D projects.

(6)	The Mediocredito Italiano - mortgages are real estate mortgage loans secured by a mortgage on our building located at our Cantù manufacturing site in Italy.

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(1)	For the classification of input used to evaluate the fair value of our derivatives, refer to “Note 15. Fair Value Measurements.”

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•	for “debt” (debiti) of the pre-spin-off company that existed at the time of the spin-off (this joint liability is secondary in nature and, consequently, arises only when such indebtedness is not satisfied by the company owing such indebtedness);

•	for “liabilities” (elementi del passivo) whose allocation between the parties to the spin-off cannot be determined based on the spin-off plan.

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(1)	Taxes were not provided for foreign currency translation adjustments as translation adjustment are related to earnings that are intended to be reinvested in the countries where earned.

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(1)	We have not paid dividends and no future dividends have been approved.

(2)	We use yield rates on U.S. Treasury securities for a period that approximated the expected term of the award to estimate the risk-free interest rate.

(3)	We estimated the expected term of the awards granted using historic data of actual time elapsed between the date of grant and the exercise or forfeiture of options or SARs for employees. For consultants, the expected term is the remaining time until expiration of the option or SAR.

(4)	Refer to “Note 2. Basis of Presentation, Use of Accounting Estimates and Significant Accounting Policies-Stock-based Compensation” for further information regarding expected volatility.

(1)	The aggregate intrinsic value of options and SARs is based on the difference between the fair market value of the underlying stock at December 31, 2016, using the market closing stock price, and exercise price for in-the-money awards.

(2)	Factors in expected future forfeitures.

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(1)

Included in transitional period April 25, 2015 to December 31, 2015 is the reversal of the deferred tax asset established during the fiscal year ended April 24, 2015 based on the assumption that these otherwise non-deductible transaction costs would be deductible if the business combination was not consummated. Because the transaction was ultimately consummated, the deferred tax asset was reversed as a non-deductible transaction cost in the amount of $2.3 million.

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(1)

Excluded from the computation of diluted EPS were average outstanding dilutive instruments (options, stock appreciation rights (“SARs”) and restricted shares and restricted share units) to purchase 154,000 and 221,000 ordinary shares of LivaNova because to include them would be anti-dilutive due to the net loss during the year ended December 31, 2016 and the transitional period April 25, 2015 to December 31, 2015, respectively. Excluded from the computation of diluted earnings per share for the fiscal years ended April 24, 2015 and April 25, 2014 were average outstanding options to purchase 57,000 and 38,000 common shares, respectively, of Cyberonics because to include them would have been anti-dilutive due to the option exercise price exceeding the average market price of Cyberonics common stock during the periods.

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(1)

Net sales to external customers includes $37.3 million and $14.3 million in the United Kingdom, our country of domicile, for the year ended December 31, 2016 and the transitional period April 25, 2015 to December 31, 2015, respectively. Prior to the Mergers, we were domiciled in the United States. In addition, the only country (other than the U.S.) in which sales exceeded 10% of total sales, was France, at 10.4% of total sales for the year ended December 31, 2016.

(2)	Includes those countries in Europe where LivaNova has a direct sales presence.  Countries where sales are made through distributors are included in Rest of World.

(3)	No single customer represented over 10 percent of our consolidated net sales in the year ended December 31, 2016, the transitional period April 25, 2015 to December 31, 2015, and the fiscal years ended April 24, 2015 and April 25, 2014.

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(1)	Property, plant, and equipment, net included $3.0 million and $2.4 million in the United Kingdom as of December 31, 2016 and December 31, 2015, respectively. Prior to the Mergers, we were domiciled in the United States.

(1)

Certain costs previously reported as Litigation related expense in the consolidated statement of income (loss) were deemed to be costs related to the 3T Heater Cooler remediation and have been reclassified and reported as Product remediation expenses in the consolidated statement of income (loss). These costs totaled $0.7 million, $0.8 million and $0.7 million in the first quarter, second quarter and third quarter of 2016, respectively. As a result of the reclassifications, gross profit in the above table has been reduced by such amount.

(2)	During the transitional period April 25, 2015 to December 31, 2015, we consummated the merger with Sorin, and as a result, incurred $67.1 million in merger, integration and in restructuring expenses.

(3)	During fiscal year ended April 24, 2015, we entered into a definitive merger agreement with Sorin and incurred expenses associated with the proposed merger of $8.7 million.

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(1)	LIVANOVA PLC, a company registered in England with registered number 09451374 and having its registered office at 20 Eastbourne Terrace, London, England W2 6LG (the “Company”); and

(2)	ANDRÉ-MICHEL BALLESTER, residing at 30 Blandford Street, London, England W1U 4BY (the “Executive”).

(A)	The Executive’s employment with the Company will terminate on 31 December 2016;

(B)	The Executive believes he has the Claims (as that term is defined below) arising out of the termination of his employment or otherwise;

(C)	The parties have entered into this Agreement for the purposes of recording and implementing the terms that they have agreed as full and final settlement of the Claims and any and all other claims that the Executive has and/or may have against the Company and any Group Company (as defined below) whether or not they are or could be in the contemplation of the parties at the date of this Agreement;

(D)	The parties agree that the conditions regulating settlement agreements under the Acts (as defined below) are satisfied by this Agreement; and

(E)	The Company is entering into this Agreement for itself and for all Group Companies, and is duly authorised to do so in that respect.

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

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1.2	Interpretation and Construction

(a)	words importing the singular shall include the plural and vice versa;

(b)	words importing any gender shall include all other genders;

(c)

references to any statute or statutory provision (including any subordinate legislation) include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision;

(d)	references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association,

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(e)	general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

(f)	the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

1.3	Headings

2.	TERMINATION OF EMPLOYMENT AND OFFICES

2.1	The employment of the Executive with the Company will terminate on the Termination Date. Up to and including the Termination Date, the Executive will continue to be bound by his current service agreement and his duties will include working to deliver a smooth transition to his successor as CEO of the Company.

2.2	The Executive will immediately deliver to the Company the letter of resignation in terms of the draft letter set out at Schedule 1 confirming his resignation from his employment and from all directorships and other offices which the Executive holds in the Company and the Group.

2.3	The Executive will do all such acts and things as the Company may require to effect his resignation from all offices to which the Executive was appointed in connection with or by reason of his employment by or appointment with the Company or any Group Company, including all trusteeships.

3.	PAYMENTS

3.1	Subject to compliance by the Executive with the terms of this Agreement, the Company will (without admission of liability) pay to the Executive the following sums (the “Severance Payments”):-

(a)	£725,000 as a payment in lieu of notice comprising twelve months’ salary and twelve months’ accommodation allowance (the “PILON”); and

(b)	£100 in respect of the undertakings given in Clause 10.

3.2

The Executive shall notify the Company by no later than the Termination Date as to whether he wishes to receive the PILON in a single payment (payable, subject to clause 3.3, no later than 31 January 2017) or in twelve equal monthly instalments, the first such monthly instalment falling due by 31 January 2017. The parties acknowledge and agree that the Company will have no right to set-off any future income which becomes payable to the Executive against the PILON.

3.3	Notwithstanding the Executive’s preference as to the manner and timing of the PILON payment, no Severance Payments will be paid prior to the Company’s receipt of this Agreement duly executed by the Executive and his solicitor.

3.4	The Severance Payments set out above are gross amounts and will be made after deduction of all payments or deductions required by law or owed by the Executive to the Company or any

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4.	TAXATION

4.1	The Company understands that the Severance Payments under Clauses 3.1(a) and 3.1(b) (together the “Taxable Amount”) will be subject to deduction by the Company of tax at the appropriate rate and employee’s National Insurance contributions before payment is made to the Executive. The Company will account to HMRC for the tax and National Insurance contributions deducted.

4.2

The Executive will be responsible and liable for the payment of any tax and employee’s National Insurance contributions and any social security contributions and other employment related taxes wherever in the world arising (including any interest, penalties, costs and expenses) due in respect of the Severance Payments and the benefits and incentives (if any) set out in this Agreement (excluding the tax and National Insurance contributions deducted by the Company from the Taxable Amount) (the “Additional Tax”). The Executive will indemnify the Company and each Group Company and keep them indemnified on a continuing basis against all and any liability for Additional Tax that the Company or any Group Company may incur. No payment of Additional Tax will be made to HMRC or other relevant tax authority without first particulars of the proposed payment being given to the Executive so that he is given the opportunity, at his own expense, to dispute any such payment or liability with HMRC or other relevant authority.

5.	PAYMENT OF ACCRUED SUMS AND EXPENSES

5.1	The Company will pay the Executive his basic salary in respect of the period up to the Termination Date and pay in lieu of 7 days of holiday which have accrued up to the Termination Date. The sums will be paid via payroll in the normal way and will be paid after deduction of tax and National Insurance contributions.

5.2	The Executive will submit his final expenses claim made up to the Termination Date within 10 days after the Termination Date. The Company will reimburse the Executive for all expenses reasonably incurred in the proper performance of his duties in accordance with Company guidelines.

5.3

Notwithstanding the termination of his employment, the Executive will continue to be eligible to receive a payment under the Company’s annual discretionary bonus plan (the “Bonus Plan”) in respect of the current bonus year. The amount of any bonus will be calculated by reference to the same percentage of the target amount used to calculate the bonus awarded to other executives under the Bonus Plan, and will be subject to the achievement of performance conditions in accordance with the terms of the Bonus Plan. Any payment of bonus under the Bonus Plan will be paid in 2017 at the same time that bonus payments are made to other executives under the Bonus Plan.

5.4	Other than as set out in Clause 5.3, the Executive accepts he is not entitled to and will not receive any bonus.

6.	SHARE INCENTIVES

6.1	The Compensation Committee has determined that, in accordance with their power under the applicable award agreements:

(a)	the Executive’s RSUs subject to time-based vesting which were granted pursuant to an award agreement dated 18 November 2015 shall continue to vest up to and including 18 November 2017, whereupon vesting will cease and any unvested RSUs will lapse;

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(b)	the Executive’s RSUs subject to performance-based vesting which were granted pursuant to an award agreement dated 11 March 2016 shall continue to vest (subject to achievement of the relevant performance criteria) up to and including 11 March 2017, whereupon vesting will cease and any unvested RSUs will lapse;

(c)	the Executive’s SARs subject to time-based vesting which were granted pursuant to an award agreement dated 11 March 2016 shall continue to vest up to and including 11 March 2017 whereupon vesting will cease and any unvested RSUs will lapse; and

(d)	the following awards will vest as of 31 December 2016 based on the Executive’s status as a “good leaver” under the applicable award agreements:

(i)	4,001 RSUs granted in May 2013 under the Sorin S.p.A. 2013-2015 Long Term Incentive Plan, and

(ii)	2,431 RSUs granted in June 2014 under the Sorin S.p.A. 2014-2016 Long Term Incentive Plan.

6.2	Subject to clause 6.1, the awards referred to in clause 6.1 will continue to be governed by the terms of the applicable award agreements and plan rules that already govern those awards.

6.3	All other RSU and SAR awards (or other awards that are linked to shares in the Company or any Group Company) granted to the Executive and not vested as of 31 December 2017 will lapse on that date.

7.	WARRANTIES

7.1	The Executive warrants that:

(a)	he has not raised any legal proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents; and

(b)

other than the Claims, as of the date of this Agreement, he has no further or outstanding claims or rights of action, being any further or outstanding claims or rights of action, whether under statute or common law (including contractual, tortious or other claims) and whether before an Employment Tribunal, court or otherwise and whether in the UK or any other jurisdiction in the world against the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents including in respect of or arising out of his employment, or the holding of any office with or investment in the Company or any Group Company or the termination of that employment or office (such claims or rights of action referred to as “Further Claims”).

7.2	The Executive warrants as a strict condition to payment under this Agreement that there are no circumstances of which he is aware or of which he ought to be aware which could constitute a repudiatory breach by him of his contract of employment which would entitle or have entitled the Company to terminate his employment without notice.

7.3	The Company warrants that as at the date of this Agreement it is not aware of any claims or circumstances giving rise to any claims against the Executive personally relating to the period in which he was an employee of the Company.

8.	SETTLEMENT

8.1	Subject to clause 8.3, the Executive accepts the terms of this Agreement in full and final settlement of the Claims and all and any Further Claims, whether such claims are known or unknown to

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8.2	The Executive undertakes not to institute or pursue any proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents before an Employment Tribunal, court or any other judicial body anywhere in the world in respect of the Claims or for any remedy arising from any Further Claims.

8.3

The Executive does not waive his right to bring a claim for accrued rights under any pension scheme or damages for latent personal injuries and/or any latent industrial disease arising out of the course of his employment with the Company and/or the Group that are currently unknown to him. The Executive warrants that he is not aware of having any such personal injuries. These exceptions are the only claims which have not been settled by this Agreement.

8.4

Subject to the terms of Clause 8.3, if any other claim emerges in law or in fact anywhere in the world based on anything done or omitted to be done during the period of the Executive’s employment by the Company which was not previously known or foreseeable by the Executive, then the Executive agrees that there should be no recourse to any remedy for the claim against the Company or any Group Company. The Executive acknowledges and accepts that in agreeing to the level of the Severance Payments he has taken into account that he has waived the right to pursue any such claims, whether foreseeable or not previously known, against the Company or any Group Company.

9.	ACKNOWLEDGEMENT

10.	CONFIDENTIALITY

10.1	The Executive agrees he continues to owe a duty of confidentiality to the Company and to the Group after the Termination Date.

10.2

The Executive undertakes not to do any act or thing that might reasonably be expected would damage the business, interests or reputation of the Company or any Group Company and will not make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents.

10.3	Neither the Company nor any Group Company will authorise anyone to make or publish or cause to be made or published to anyone any statement or do any act or thing which it or they might reasonably expect would damage the interests or reputation of the Executive.

10.4	The Executive acknowledges and agrees that whilst the consideration paid pursuant to Clause 3.1(b) represents valuable consideration it does not amount to an estimate of or cap on the loss or damage which the Company or any Group Company would suffer were the Executive to breach any of the obligations set out in this Clause.

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11.	INDEMNIFICATION

11.1	In September 2015, the Company and the Executive entered into a deed of indemnity ("the Deed") relating to acts and omissions of the Executive while employed by the Company. The Deed shall continue in full force and effect according to its terms notwithstanding the termination of the Executive's employment and directorship.

11.2

The Company acknowledges that the Executive performed duties at an executive level for the Sorin Group prior to creation of the Company, which may expose him to claims by third parties or criminal or regulatory proceedings ("Sorin Claims") in a number of jurisdictions. In addition to the Deed, the Company therefore agrees to take such steps as are necessary to ensure that in the event of a Sorin Claim being brought against the Executive, he shall be held harmless and indemnified to the fullest extent permitted by the local law in any jurisdiction in which a Sorin Claim is brought.

11.3	The Company will, for a period of not less than six calendar years following the Termination Date, maintain directors’ and officers’ insurance for the benefit of the Executive in respect of those liabilities which he incurred as a director or officer of the Company or any Group Company and for which such insurance is normally available.

12.	DELIVERY UP

12.1

The Executive will return to the Company’s premises on or before the Termination Date all books, documents, papers, data (including copies or extracts and whether in printed or electronic format), materials, credit cards, keys, security cards or other property of or relating to the business of the Company or the Group or its or their respective clients or suppliers. The Executive shall be entitled to retain for his personal use his company-assigned iPhone, iPad, and Surface Pro laptop computer, in each case without a company-paid wireless service plan.

12.2	The Executive confirms that he will not, after the Termination Date, retain any confidential information relating to the Company or the Group, whether stored in electronic format or otherwise, except as may be retained with the express consent of the Company.

13.	STATUTORY SETTLEMENT

(a)	the Executive confirms that he has received independent legal advice on the terms and effect of this Agreement, and in particular its effect on his ability to pursue his rights before an Employment Tribunal or court;

(b)	the said legal advice has been given to the Executive by Jane Fielding whose address is Gowling WLG(UK) LLP, Two Snow Hill, Birmingham B4 6WR; and

(c)

the said solicitor has confirmed to the Executive that she is a qualified solicitor holding a current practising certificate and in respect of whom there is in force a policy of professional indemnity insurance covering the risk of a claim against her and the said firm in respect of loss arising in consequence of the said advice and by signing the Certificate attached to this Agreement also confirms that she complies with the Acts.

14.	SERVICE AGREEMENT

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14.1	The Executive confirms that all clauses in his terms and conditions of employment with the Company that are described as applying after the termination of his employment including the restrictions set out in Clauses 16, 17 and 20, will continue to apply to him.

15.	COUNTERPARTS

16.	GOVERNING LAW AND JURISDICTION

16.1	This Agreement is governed and to be construed in accordance with English law and any dispute is subject to the exclusive jurisdiction of the English courts.

16.2	Any Group Company may enjoy the benefit of and enforce the terms of this Agreement in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.

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EXECUTED as a Deed	_________________________________

by LIVANOVA PLC	Senior Vice President & General Counsel

Signature:	_________________________________

Full Name:	_________________________________

Address:	_________________________________

	_________________________________

Signature:	_________________________________

Full Name:	_________________________________

Address:	_________________________________

(1)	LIVANOVA PLC, a company registered in England with registered number 09451374 and having its registered office at 20 Eastbourne Terrace, London, England W2 6LG (the “Company”); and

(2)	ANDRÉ-MICHEL BALLESTER, residing at 30 Blandford Street, London England W1U 4BY (the “Consultant”).

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

1.2	Interpretation and construction

(a)	words importing the singular shall include the plural and vice versa;

(b)	words importing any gender shall include all other genders;

(c)	any reference to a Clause, the Schedule or Part of the Schedule is to the relevant Clause, Schedule or part of the Schedule of or to this Agreement unless otherwise specified;

(d)	references to this Agreement or to any other document shall be construed as references to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time;

(e)

references to any statute or statutory provision (including any subordinate legislation) includes any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision;

(f)	references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing;

(g)	general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

(h)	the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

1.3	Headings

2.	TERM

2.1	General

2.2	Duration

(a)

The Appointment shall commence on the Commencement Date and shall continue for a fixed period of four years expiring automatically on 31 December 2020, unless earlier terminated by one party giving to the other not less than 1 months’ prior written notice of termination; provided, however, that the Appointment shall not be terminable by the Company during the Initial Period. No fees shall accrue and be payable after the date of termination of the Appointment.

(b)

If, after the Initial Period, the Appointment is terminated by the Company, then the Company will pay the Consultant a sum equal to the fees that the Consultant would have been paid pursuant to this Agreement in the period from the Termination Date to 31 December 2020 (inclusive of any payment in lieu of notice), and the Company will amend, subject to the prior approval of the compensation committee of the Board, each SAR award agreement having an expiration date that is sooner than it would have been had the Company not terminated the Appointment prior to 31 December 2020, to reinstate the pre-termination expiration date.

(c)

If the Appointment is terminated by the Consultant, then the Company will pay the Consultant a sum equal to the fees payable to the Consultant for the period ending on the Termination Date (inclusive of any payment in lieu of notice), and the Company will have no obligation to pay the Consultant a sum equal to the fees that the Consultant would have been paid pursuant to this Agreement in the period from the Termination Date to 31 December 2020.

2.3	Payment in lieu of notice

(a)

On notice of termination being served by either party the Company shall be entitled at its sole discretion at that time, or at any time thereafter during the notice period to terminate the Appointment immediately by giving the Consultant notice in writing. In these circumstances the Company can elect to subsequently pay to the Consultant the fees (if any) which would otherwise have been payable by the Company to the Consultant during the remainder of the notice period.

(b)	For the avoidance of doubt, the Company is not obliged to make a payment in lieu of notice. If the Company shall decide not to do so, the Consultant shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages.

3.	SERVICES

3.1	Provision of Services

(a)	With effect from the Commencement Date, the Consultant shall, on request by any representative of the Company, designated as such by the Company’s Chief Executive Officer, provide the Services together with such other services as the Company and the Consultant shall from time to time agree including, providing services to any Group Company. The specific Services to be provided are:

(i)	transitional support for the new chief executive officer of the Company during 2017, including litigation support services;

(ii)	projects that may be assigned by the Company’s Chief Executive Officer; and

(iii)	during 2018, 2019 and 2020 litigation support services only.

(b)

The Consultant may engage another person to perform any administrative, clerical or secretarial functions that are reasonably incidental to the provision of the Services provided that the Consultant accepts all liability for the terms of engagement and shall indemnify the Company from and against any claims or liability arising from that engagement. The Company will not provide the Consultant with any administrative, clerical or secretarial functions, unless agreed expressly with the CEO from time to time.

(c)	The Consultant will perform the Services in compliance with all applicable laws, rules and regulations and, in addition, the Consultant will comply with all internal policies and regulations of the Group as are identified to the Consultant from time to time in writing, including, but not limited to, the Company’s Code of Conduct and its supporting policies and procedures.

3.2	Hours and location of work

4.	FEES

4.1	Fee rate

4.2	In consideration of the Consultant providing the Services referred to in Clause 3.1 in accordance with this Agreement, the Company agrees to pay the Consultant the following fees:

(a)	US $400,000 for the period 31 December 2016 to 31 December 2017; and

(b)	US $50,000 per annum for the period commencing on 1 January 2018 to termination of the Appointment.

4.3	Payment

4.4	Expenses

4.5	Obligation to pay tax

4.6	Tax indemnity

4.7	Deductions

5.	NO EMPLOYMENT OR AGENCY

5.1	No employment, agency or partnership

5.2	Payment of Other Persons

6.	INDEMNITY AND INSURANCE

6.1	Consultant’s undertaking

6.2	Indemnification of the Company

6.3	Consultant to insure

7.	OTHER INTERESTS

7.1	Restrictions on other activities and interests

(a)	during the period from the Commencement Date to 31 December 2018 the Consultant shall not within the Restricted Area be employed or engaged or at all interested (except as a Minority Holder) in that part of a business which is involved in the Protected Business if it is or seeks to be in competition with the Company or any Group Company; and

(b)	such employment or engagement does not (in the reasonable opinion of the Board) impinge on the Consultant’s ability to provide the Services.

7.2	Severance

7.3	Conflicts

8.	CONFIDENTIAL INFORMATION

8.1	Restrictions on disclosure/use of Confidential Information

(a)	divulge or communicate to any person;

(b)	use for his own purposes or for any purposes other than those of the Company or any Group Company; or

(c)	through any failure to exercise due care and diligence, cause any unauthorised disclosure of

8.2	Protection of Company documents and materials

(a)	shall be and remain the property of the Company or the relevant Group Company or client; and

(b)	shall be handed over by the Consultant to the Company or relevant Group Company or client on demand and in any event on the termination of the Appointment.

8.3

The Consultant undertakes that, he will not at any time during the Appointment or at any time (without limit) after the Termination Date make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents. The Company undertakes not to make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Consultant.

9.	INVENTIONS AND OTHER WORKS

9.1	Application of this Clause

9.2	Creation of Works

9.3	Disclosure and ownership of Works

9.4	Protection, registration and vesting of Works

(a)	apply or join with the Company or any Group Company in applying for any Intellectual Property Rights or other protection or registration (“Protection”) in the United Kingdom and in any other part of the world for, or in relation to, any Works;

(b)	execute all instruments and do all things necessary for vesting all Intellectual Property Rights or Protection when obtained and all right, title and interest to and in the same absolutely and as sole beneficial owner in the Company or such Group Company or other person as the Company may nominate; and

(c)	sign and execute any documents and do any acts reasonably required by the Company in connection with any proceedings in respect of any applications and any publication or application for revocation of any Intellectual Property Rights or Protection.

9.5	Waiver of rights by the Consultant

(a)	the right conferred by section 77 of that Act to be identified as the author of any such Works; and

(b)	the right conferred by section 80 of that Act not to have any such Works subjected to derogatory treatment.

9.6	Power of attorney

9.7	Statutory rights

10.	OBLIGATIONS OF THE COMPANY

(a)	make available reasonable working space and facilities at its registered office to enable the Consultant to provide the Services; and

(b)	make available appropriate secretarial personnel to enable the Consultant to provide the Services only to the extent as provided in Clause 3.1.

11.	TERMINATION

11.1	Termination events

(a)	if the Consultant commits any material or persistent breach of this Agreement, or fails to perform the Services to the standard required by the Company; or

(b)	if the Consultant becomes insolvent or bankrupt or compounds with or grants a trust deed for the benefit of his creditors; or

(c)	if the Consultant’s behaviour (whether or not in breach of this Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any Group Company, including if he is found guilty of any criminal offence punishable by imprisonment (whether or not such sentence is actually imposed).

12.	DATA PROTECTION

13.	AMENDMENTS, WAIVERS AND REMEDIES

13.1	Amendments

13.2	Waivers and remedies cumulative

(a)	The rights of each party under this Agreement:

(i)	may be exercised as often as necessary;

(ii)	are cumulative and not exclusive of its rights under the general law; and

(iii)	may be waived only in writing and specifically.

(b)	Delay in exercising or non-exercise of any right is not a waiver of that right.

(c)	Any right of rescission conferred upon the Company by this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it.

14.	ENTIRE AGREEMENT

(a)

This Agreement, the documents referred to in it and the settlement agreement executed between the Company and the Consultant on 21 December 2016, constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement.

(b)	Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

(c)	Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

(d)	Nothing in this clause shall limit or exclude any liability for fraud.

15.	NO OUTSTANDING CLAIMS

16.	SEVERANCE

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

(b)	the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

17.	NOTICE

17.1	Notices and deemed receipt

(a)	if delivered personally, at the time of delivery;

(b)	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and

(c)	in the case of registered airmail, five days from the date of posting; and

(d)	in the case of email, at the time of transmission;

18.	THIRD PARTY RIGHTS

19.	ASSIGNMENT

20.	GOVERNING LAW AND JURISDICTION

20.1	Governing law

20.2	Jurisdiction

Witness Signature	__________________________________

Full Name	_________________________________

Address:	__________________________________

by LivaNova Plc acting by	__________________________________

Brian Sheridan,	General Counsel & Company Secretary

Witness Signature	__________________________________

Full Name	_________________________________

Address:	__________________________________

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