LivaNova PLC Ordinary Shares Underwriting AgreementUnderwriting Agreement • August 6th, 2021 • LivaNova PLC • Electromedical & electrotherapeutic apparatus • New York
LivaNova PLC, a company incorporated in England and Wales with the registration number 09451374 (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue to the Underwriters named in Schedule I hereto (the “Underwriters”) ordinary shares with a nominal value of £1 each in the Company (“Ordinary Shares”) as follows: (i) an aggregate of 3,636,364 Ordinary Shares (the “Firm Securities”) in consideration for the transfer by the Subscribing Underwriter (as defined below) to the Company of the JerseyCo Firm Ordinary Shares (as defined below) and the JerseyCo Firm Preference Shares (as defined below); and (ii) at the election of the Underwriters, up to 545,454 additional Ordinary Shares (the “Optional Securities”)(the Firm Securities and the Optional Securities that the Underwriters elect to acquire pursuant to Section 2 hereof being collectively called the “Securities”) in consideration for the transfer by the Subscribing Underwriter
