LivaNova PLC

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APPENDIX A — FORM OF SHARE REPURCHASE CONTRACT

This Share Repurchase Contract (this “Agreement”) is made on [ ] between:

LivaNova plc (“LivaNova”)

20 Eastbourne Terrace

London

W2 6LG

United Kingdom

Registered No. 09451374

[Barclays Capital Inc.] [BofA Securities, Inc.] [Goldman Sachs & Co. LLC] [MUFG Securities Americas Inc.] [Wells Fargo Securities, LLC] (the “Counterparty”)

[ ]

It is agreed that the Counterparty will purchase on a riskless principal basis ordinary shares of LivaNova, with a nominal value of £1 per share (the “Ordinary Shares”), for subsequent on-sale and delivery to LivaNova under the terms of this Agreement as follows:

Ordinary Shares will be purchased up to the quantity and purchase price level advised by telephone and/or via email from an authorised person at LivaNova (the “Purchase Price”) (each such authorised person(s), an “Authorised Person”).

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Ordinary Shares will be purchased in accordance with all applicable laws and regulations, including (without limitation) in accordance with:

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(a)

the volume limitations of Rules 10b-18(b)(4) and 10b-18(c)(2) of the Securities Exchange Act of 1934, as may be amended or superseded from time to time (the “Exchange Act”), provided, that the Counterparty shall not be responsible for compliance with such volume limitations to the extent that the Company or any affiliated purchaser of the Company has purchased shares through any other broker or dealer on any single day (including the purchase of a block of stock under the “one block per week” exemption provided for under Rule 10b-18(b)(4)) and the Company either (i) has not informed the Counterparty of any such purchases executed on the same day (or, in the case of block purchases, during the same week) on which the Company has instructed the Counterparty to effect purchases under this Agreement or (ii), in the case of block purchases, has not informed the Counterparty of the volume of all such block purchases effected during the prior four weeks for purposes of computing allowable trading volume

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(b)

The maximum value of Ordinary Shares, at acquisition cost, to be purchased under this program will be advised to the Counterparty by an Authorised Person from time to time following the execution of this Agreement;

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(c)

Rules 10b-18(b)(2) and 10b-18(c)(1) of the Exchange Act, as may be amended or superseded from time to time; and

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(d)

Rule 10b-18(b)(3) of the Exchange Act, as may be amended or superseded from time to time, it being understood that the Counterparty shall not be responsible for delays between the execution and reporting of a trade or any reporting errors of an exchange or third party reporting system in each case beyond the Counterparty’s control.

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LivaNova confirms that all purchases by the Counterparty will be effected pursuant to Rule 10b-18 of the Exchange Act, as may be amended or superseded from time to time, from or through only one broker or dealer on any single day.

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Purchases by the Counterparty may be made on any national securities exchange, electronic communication network (“ECN”), alternative trading system (“ATS”) or in over-the-counter (“OTC”) transactions.

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Before purchases commence under this Agreement, LivaNova will have officially disclosed the repurchase program to the public.

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LivaNova represents that the purchases of Ordinary Shares by the Counterparty pursuant to the terms of this Agreement will not violate or contravene any legal, regulatory or contractual restriction applicable to LivaNova or the Ordinary Shares, including Section 10(b) and Rule 10b-5 of the Exchange Act.

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Purchases of Ordinary Shares, in accordance with the instructions contained herein, will commence on the date to be agreed between LivaNova and the Counterparty.

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Daily purchase information will be provided to LivaNova by phone or e-mail, and trade confirmations will be sent by e-mail or fax the following day to [ ], attention: [ ] or by e-mail to [ ].

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The Counterparty shall, including, without limitation, by liaising with Computershare Trust Company, N.A. or its successor or assign as transfer agent and registrar of LivaNova (the “Transfer Agent”), procure that any Ordinary Shares to be sold by the Counterparty to LivaNova are transmitted or delivered by DWAC or similar means of transmission so that such Ordinary Shares are withdrawn from the facilities of the Depositary Trust Company (the “DTC System”) (in particular by removing any Ordinary Share deposited with the depositary of the DTC System, Cede & Co.) and LivaNova receives the Ordinary Shares in record form (“Record Shares”).

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In accordance with paragraph 9, Counterparty shall sell, and LivaNova shall purchase, such Record Shares. Such purchase(s) shall be (a) settled on the same day that the Counterparty acquires the shares upon the settlement of its purchase(s) pursuant to paragraph 1 (or on such other date as may be agreed between LivaNova and the Counterparty); and (b) on the same terms as the purchase(s) were effectuated by the Counterparty pursuant to paragraph 1. Following such purchase and delivery, LivaNova shall be registered as the record holder of such Record Shares, or such Record Shares shall otherwise be cancelled. LivaNova shall be responsible for any stamp duty that is due in respect of the purchase of Record Shares from Counterparty.

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Counterparty shall deliver to the Transfer Agent any documents as may be necessary or as may be reasonably requested by the Transfer Agent to give effect to the purchase, delivery, registration or cancellation of any Record Shares to LivaNova in accordance with the terms of this Agreement.

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LivaNova will pay for any and all Record Shares purchased by it by wiring funds to the bank account of the Counterparty or other designee by no later than the date of delivery of Record Shares or such other date as may be agreed between LivaNova and the Counterparty. Any commission payable by LivaNova in respect of the delivery of Record Shares shall be agreed in writing from time to time between LivaNova and the Counterparty, and shall be paid to the Counterparty by LivaNova on delivery of Record Shares. The relevant bank account details of the Counterparty shall be notified to LivaNova by the Counterparty in writing from time to time.

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LivaNova’s tax identification number is [ ].

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Notices for the attention of LivaNova shall be sent to:

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[ ]

Notices for the attention of the Counterparty shall be sent to the address notified in writing to LivaNova by the Counterparty.

The Counterparty and LivaNova each acknowledge and agree that:

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(a)

prior to an acquisition by LivaNova under paragraph 10 hereof, LivaNova shall not acquire, nor have any legal or beneficial interest in, any Ordinary Share purchased by Counterparty pursuant to this Agreement;

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(b)

nothing in this Agreement is or shall constitute a party acting as the agent of the other for any

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purpose. Neither party shall describe itself as an agent or in any way hold itself out as being an agent of the other;

(c)

the Counterparty shall act as principal in respect of its acquisition of the Ordinary Shares and shall effect purchases of shares hereunder in “riskless principal transactions” as defined in Rule 10b-18(a)(12) of the Exchange Act; and

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(d)

no modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

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LivaNova represents and warrants that:

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(a)

it is not, on the date hereof and on any date that LivaNova notifies the Counterparty to transact under this Agreement, in possession of any material non-public information regarding LivaNova or the Ordinary Shares;

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(b)

it will not communicate, directly or indirectly, any material non-public information relating to LivaNova or the Ordinary Shares to any employee of the Counterparty or its affiliates who is involved, directly or indirectly, in executing the transactions under this Agreement while the Agreement is in effect; and

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(c)

it (i) is acting for its own account, and it is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (ii) has made its own independent decisions to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment and has consulted with its own advisors as to the legal, tax, business, financial or other relevant aspects of, and has not relied upon the Counterparty in connection with, LivaNova’s adoption of this Agreement, (iii) has not understood any communication (written or oral) received from the Counterparty or any of its affiliates or their respective employees to be an assurance or guarantee as to the expected results of this Agreement or any purchases effected hereunder, (iv) is exercising independent judgment in evaluating the communications (written or oral) of the Counterparty and its affiliates and their respective employees and (v) acknowledges that the Counterparty is not acting as a fiduciary or an advisor for LivaNova.

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LivaNova agrees to indemnify and hold harmless the Counterparty and its directors, officers, employees and affiliates (the “Counterparty Persons”) from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of any breach of LivaNova’s representations, warranties or covenants in this Agreement, except to the extent that such claims or cause of actions arise out of or relate to a Counterparty Person’s acts of gross negligence, willful misconduct or bad faith. LivaNova agrees that, in the absence of bad faith, the Counterparty Persons shall not have any liability whatsoever to LivaNova for any action taken or omitted to be taken in connection with this Agreement or the making of any purchases hereunder, except to the extent that such claims or cause of actions arise out of or relate to a Counterparty Person’s acts of gross negligence, willful misconduct or bad faith.

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This Agreement will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to the choice of law or conflict of law provisions thereof (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). In any legal action between the Counterparty, its employees or agents and LivaNova, its employees or agents that arises out of this Agreement, the parties agree (a) that service of process may be made by certified mail and the parties waive any objection to such service; (b) that the courts of the United States District Court sitting in the State of New York shall have jurisdiction and hereby waive any objection to such jurisdiction; and (c) that the venue of any such action may be the Southern District of New York.

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For purposes of Subpart I of Federal Reserve Board Regulation YY (12 FRC 252.81 – 12 CFR 252.88), if LivaNova is not a US Person (as defined in 12 FRC 252.81) and a Covered Entity then (i) in the event that the Counterparty becomes subject to a proceeding under a U.S. Special Resolution Regime, the

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transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from the Counterparty will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the of the United States or a State of the United States; and (ii) in the event the Counterparty or any BCH Act Affiliate of the Counterparty becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights with respect to this Agreement that may be exercised against the Counterparty are permitted to be exercised to no greater extent than the Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a State of the United States. For purposes of this paragraph, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2, 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

This Agreement constitutes the entire agreement between LivaNova and the Counterparty and supersedes any prior agreements or understandings regarding this Agreement.

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This Agreement may be signed in counterparts, each of which will be an original.

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The Counterparty may transfer or assign its rights and obligations hereunder to any registered broker-dealer under common control with the Counterparty.

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This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

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Notwithstanding anything to the contrary in this Agreement, if any provision of this Agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Agreement will continue and remain in full force and effect.

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This Agreement may be terminated by either party at any time, and with immediate effect, upon written notice from one party to the other by overnight mail, email or fax, at the addresses or fax numbers previously notified by the other party (provided, that, any such termination notice shall not indicate the reasons for the termination or contain any material non-public information).

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