Common Contracts

TRANSACTION AGREEMENT among SORIN S.P.A., SAND HOLDCO LIMITED, CYPHER MERGER SUB, INC. and CYBERONICS, INC. Dated as of March 23, 2015

Transaction Agreement • March 23rd, 2015 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Delaware

• Contract Type
  Transaction Agreement
• Filed
  March 23rd, 2015
• Company
  Cyberonics Inc
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  Delaware

This TRANSACTION AGREEMENT, dated as of March 23, 2015 (this “Agreement”), is entered into by and among Cyberonics, Inc., a Delaware corporation (“Cyberonics”), Sorin S.p.A., a joint stock company organized under the laws of Italy (“Sorin”), Sand Holdco Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Sorin (“Holdco”), and Cypher Merger Sub, Inc., a Delaware corporation and wholly owned (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) subsidiary of Holdco (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined elsewhere in this Agreement as indicated in Annex I.

February 26, 2015 STRICTLY CONFIDENTIAL Sorin S.p.A. Via Benigno Crespi, 17 20159 Milan, Italy Re: Letter of Intent Regarding Proposed Business Combination Between Cyberonics and Sorin Ladies and Gentlemen:

Transaction Agreement • February 27th, 2015 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Delaware

• Contract Type
  Transaction Agreement
• Filed
  February 27th, 2015
• Company
  Cyberonics Inc
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  Delaware

This TRANSACTION AGREEMENT, dated as of [·] (this “Agreement”), is entered into by and among Cyberonics, Inc., a Delaware corporation (“Cyberonics”), Sorin S.p.A., a joint stock company organized under the laws of Italy (“Sorin”), Sand Holdco Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Sorin (“Holdco”), and Cypher Merger Sub, Inc., a Delaware corporation and wholly owned (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) subsidiary of Holdco (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined elsewhere in this Agreement as indicated in Annex I.