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
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.
