Common use of The Mergers Clause in Contracts

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) at the Sorin Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Holdco and Sorin shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) at the Sorin Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the Laws of England DGCL and Wales and Italythe DLLCA, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (iia) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCLCompany, whereupon pursuant to which (i) the separate corporate existence of Merger Sub shall cease, and Cyberonics (ii) the Company shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions ) and as a direct wholly-owned Subsidiary of Parent and (iii) all of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Merger Effective Time, all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco and Sorin shall the Company will vest in Holdco as the Sorin Merger Surviving CompanyCorporation, and all of the debts, liabilities, obligations and duties of Holdco and Sorin shall the Company will become the debts, liabilities, obligations and duties of the Sorin Surviving Corporation and (b) at the Second Effective Time and as part of a single integrated transaction with the Merger, the Surviving Corporation shall be merged with and into Merger Sub I pursuant to which (i) the separate corporate existence of the Surviving CompanyCorporation shall cease, and (ii) at Merger Sub I shall continue as the Cyberonics surviving company in the Second Merger Effective Time, (the “Ultimate Surviving Entity”) and as a direct wholly-owned Subsidiary of Parent and (iii) all of the propertyproperties, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall the Surviving Corporation will vest in Cyberonics as the Cyberonics Merger Ultimate Surviving CorporationEntity, and all of the debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall the Surviving Corporation will become the debts, liabilities, obligations and duties of the Cyberonics Merger Ultimate Surviving CorporationEntity. After the Mergers, the Cyberonics Merger Surviving Corporation There shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) no conditions to the Second Merger, other than the consummation of the Sorin Merger. Parent, Merger Surviving CompanySub and Merger Sub I agree that Merger Sub and Merger Sub I shall each be treated as an entity disregarded from Parent for federal and applicable state and income tax purposes.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement: (ia) In accordance with the DGCL, at the Sorin Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (iia) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon Company and the separate corporate existence of Merger Sub shall thereupon cease, and Cyberonics (b) the Company shall continue as be the surviving corporation in the Cyberonics Merger (hereinafter referred to as the “Cyberonics Merger Surviving Corporation”). The Sorin ) and a wholly-owned direct subsidiary of Merger Sub II and (c) the separate corporate existence of the Company, with all of its properties, rights, privileges, immunities, powers and franchises, shall have the effects prescribed continue unaffected by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this AgreementMerger, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) except as set forth in Article II. Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Merger Effective Time, all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco the Company and Sorin Merger Sub shall vest in Holdco the Company as the Sorin Merger Surviving Company, Corporation and all claims, obligations, debts, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations liabilities and duties of the Sorin Company and Merger Sub shall become the claims, obligations, debts, liabilities and duties of the Company as the Surviving CompanyCorporation. The Merger shall have the effects set forth in this Agreement and specified in the DGCL. (b) In accordance with the DGCL and the DLLCA, immediately following the effectiveness of the Merger described in clause (a) above, (i) Parent shall cause the Surviving Corporation to be merged with and into Merger Sub II and the separate corporate existence of the Surviving Corporation shall thereupon cease and (ii) at Merger Sub II shall be the Cyberonics surviving company in the Subsequent Merger Effective Time(hereinafter referred to as the “Surviving Company”) and a wholly-owned direct subsidiary of Parent. Immediately following the effectiveness of the Subsequent Merger described in this clause (b), all the propertyproperties, rights, privileges, immunities, powers and franchises of Cyberonics the Surviving Corporation and Merger Sub II shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, Company and all claims, obligations, debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation and Merger Sub II shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) become the claims, obligations, debts, liabilities and duties of Merger Sub II as the Sorin Merger Surviving Company. The Subsequent Merger shall have the effects set forth in this Agreement and specified in the DGCL and the DLLCA.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement (i) Agreement, and in accordance with the MGCL and the DLLCA, at the Sorin Company Merger Effective Time, Sorin the Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyMerger Sub I, whereupon the separate existence of Sorin shall the Company will cease, and Holdco shall continue with Merger Sub I surviving the Company Merger (Merger Sub I, as the surviving company entity in the Sorin Merger (Company Merger, sometimes being referred to herein as the “Sorin Merger Surviving Company” and, together with the Surviving Partnership, the “Surviving Entities”), such that following and as a result of the Company Merger, the Surviving Company will be a wholly owned Subsidiary of Parent. The Company Merger shall have the effects provided in this Agreement, the Company Articles of Merger (iias defined below) and the Company Certificate of Merger (as defined below), and as specified in the applicable provisions of the MGCL and the DLLCA. (b) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the MLLCA and the MRULPA, at the Cyberonics Partnership Merger Effective Time, Merger Sub II shall be merged with and into Cyberonics in accordance with the DGCLPartnership, whereupon the separate existence of Merger Sub shall II will cease, and Cyberonics shall continue with the Partnership surviving the Partnership Merger (the Partnership, as the surviving corporation entity in the Cyberonics Merger (Partnership Merger, sometimes being referred to herein as the “Cyberonics Surviving Partnership”), such that following and as a result of the Partnership Merger, the Surviving Partnership will be a wholly owned Subsidiary of the Company (and after the Company Merger Effective Time, of the Surviving Corporation”Company). The Sorin Partnership Merger shall have the effects prescribed by provided in this Agreement and the Partnership Articles of Merger (as defined below) and as specified in the applicable provisions of the UK Merger Regulations MLLCA and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this AgreementMRULPA. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Holdco and Sorin shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement (i) at the Sorin Merger Effective TimeAgreement, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyDLLC Act, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger GNL Advisor Sub shall be merged with and into Cyberonics in accordance with the DGCLGNL Advisor, whereupon the separate existence of Merger GNL Advisor Sub shall cease, and Cyberonics GNL Advisor shall continue under the name “Global Net Lease Advisors, LLC” as the surviving corporation entity in the Cyberonics GNL Advisor Merger (the “Cyberonics Merger Surviving CorporationGNL Advisor Entity”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting Upon the generality of the foregoing terms and subject theretoto the conditions of this Agreement, (i) and in accordance with the DLLC Act, at the Sorin Merger Effective Time, all GNL PM Sub shall be merged with and into GNL Property Manager, whereupon the propertyseparate existence of GNL PM Sub shall cease, rightsand GNL Property Manager shall continue under the name “Global Net Lease Properties, privileges, immunities, powers and franchises of Holdco and Sorin shall vest in Holdco LLC” as the Sorin surviving entity in the GNL PM Merger (the “Surviving CompanyGNL PM Entity”). (c) Upon the terms and subject to the conditions of this Agreement, and all debtsin accordance with the DLLC Act, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger RTL Advisor Sub shall vest in Cyberonics be merged with and into RTL Advisor, whereupon the separate existence of RTL Advisor Sub shall cease, and RTL Advisor shall continue under the name “Necessity Retail Advisors, LLC” as the Cyberonics surviving entity in the RTL Advisor Merger (the “Surviving CorporationRTL Advisor Entity”). (d) Upon the terms and subject to the conditions of this Agreement, and all debtsin accordance with the DLLC Act, liabilitiesat the Effective Time, obligations and duties of Cyberonics and Merger RTL PM Sub shall become be merged with and into RTL Property Manager, whereupon the debtsseparate existence of RTL PM Sub shall cease, liabilitiesand RTL Property Manager shall continue under the name “Necessity Retail Properties, obligations and duties of LLC” as the Cyberonics surviving entity in the RTL PM Merger (the “Surviving Corporation. After RTL PM Entity”) (the MergersSurviving GNL Advisor Entity, the Cyberonics Merger Surviving Corporation GNL PM Entity the Surviving RTL Advisor Entity and the Surviving RTL PM Entity, each, a “Surviving Entity” and collectively, the “Surviving Entities”). (e) Each of Internalization Mergers shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of have the Sorin Merger Surviving Companyeffects provided in this Agreement and as specified in the DLLC Act.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) Agreement, and in accordance with English Law and French Law, as applicable, at the Sorin Merger Technip Effective Time, Sorin the Technip Merger shall occur, upon the consummation of which Technip shall be merged with and into Holdco in accordance with Topco, and without any additional action on the Laws part of England and Wales and ItalyTechnip, whereupon the separate corporate existence of Sorin Technip shall cease, thereupon cease and Holdco Topco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”)Technip Merger. The Sorin Technip Merger shall have the effects prescribed by set forth in this Agreement, the Cross-Border Merger Terms and the applicable provisions of the UK Merger Regulations and the Italian French Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Regulations. Without limiting the generality of the foregoing and subject theretoto applicable Law, (i) at from and after the Sorin Merger Technip Effective Time, Time all of the property, rights, privileges, immunities, powers and franchises of Holdco Technip and Sorin Topco shall vest in Holdco as the Sorin Merger Surviving Company, Topco and all of the debts, liabilities, obligations liabilities and duties of Holdco Technip and Sorin Topco shall become the debts, liabilities, obligations liabilities and duties of Topco. (b) Upon the Sorin Merger Surviving Companyterms and subject to the conditions set forth in this Agreement, and (ii) in accordance with the DGCL and DLLCA, at the Cyberonics Merger FMCTI Effective Time, all the propertyFMCTI Merger shall occur, rights, privileges, immunities, powers and franchises upon the consummation of Cyberonics and which U.S. Merger Sub shall vest in Cyberonics be merged with and into FMCTI, the separate corporate existence of U.S. Merger Sub shall thereupon cease and FMCTI shall continue as the Cyberonics surviving corporation (the “FMCTI Merger Surviving Corporation”). The FMCTI Merger shall be preceded by, and shall be conditioned on the completion of, the Technip Merger. As a result of the FMCTI Merger, FMCTI shall become a wholly owned, indirect Subsidiary of Topco. The FMCTI Merger shall have the effects specified in the DGCL and DLLCA. Without limiting the generality of the foregoing, from and after the FMCTI Effective Time, the FMCTI Merger Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of FMCTI and U.S. Merger Sub, all as provided under the DGCL and DLLCA. At the FMCTI Effective Time, the certificate of incorporation of FMCTI as in effect immediately prior to the FMCTI Effective Time shall be the certificate of incorporation of the FMCTI Merger Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The name of the FMCTI Merger Surviving Corporation immediately after the FMCTI Effective Time shall be “FMC Technologies, Inc.”. At the FMCTI Effective Time, the FMCTI bylaws in effect immediately prior to the FMCTI Effective Time shall be the bylaws of the FMCTI Merger Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Subject to applicable Law, as of the FMCTI Effective Time, the directors of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties bylaws of the Cyberonics FMCTI Merger Surviving Corporation. After As of the MergersFMCTI Effective Time, the Cyberonics officers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the officers of the FMCTI Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Sorin FMCTI Merger Surviving CompanyCorporation.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (i) the “DGCL”), at the Sorin Merger Effective Time, Sorin (a) Merger Sub will merge with and into Company, and (b) the separate corporate existence of Merger Sub will cease and Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Initial Surviving Corporation”). As a result of the Merger, the Initial Surviving Corporation shall become a wholly-owned Subsidiary of Parent. (b) Immediately following the consummation of the Merger, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Initial Surviving Corporation will be merged with and into Holdco Second Merger Sub pursuant to the Second Certificate of Merger (as defined in accordance with Section 1.2). Upon consummation of the Laws of England and Wales and ItalySecond Merger, whereupon the separate corporate existence of Sorin shall cease, the Initial Surviving Corporation will cease and Holdco Second Merger Sub shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”). (c) At the Effective Time (as defined below), and (ii) at the Cyberonics Merger Effective Time, Merger Sub effect of the Mergers shall be merged with as provided in this Agreement and into Cyberonics in accordance with the DGCL, whereupon the separate existence Certificates of Merger Sub shall cease, (as defined below) and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed provided by the applicable provisions of the DGCL and this Agreement. (b) DLLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at upon the Sorin Merger Effective Timeconsummation of the Merger, all the property, rights, privileges, immunities, privileges and powers of Company and franchises of Holdco and Sorin the Merger Sub shall vest in Holdco the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of those corporations shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation, all as provided under the Sorin Merger DGCL, and then upon the consummation of the Second Merger, all the property, rights, privileges and powers of the Initial Surviving Corporation shall vest in the Surviving Company, and all debts, liabilities, obligations obligations, restrictions, disabilities and duties of Holdco and Sorin each of those corporations shall become the debts, liabilities, obligations obligations, restrictions, disabilities and duties of the Sorin Merger Surviving Company, and (ii) at all as provided under the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyDLLCA.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) at the Sorin Merger Effective TimeAgreement, Sorin shall be merged with and into Holdco in accordance with the Laws DLLCA, following the consummation of England the Company LLC Units Redemptions, the Class G Conversions and Wales the Issuance and Italyin connection with the consummation of the Rollover, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, LLC Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon Company LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease, and Cyberonics . Company LLC shall continue as the surviving corporation in company of the Cyberonics LLC Merger (sometimes hereinafter referred to as the “Cyberonics Merger Surviving CorporationLLC”). The Sorin From and after the LLC Merger shall Effective Time, the LLC Merger will have the effects prescribed by as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) DLLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, at the LLC Merger Effective Time all (i) at the Sorin Merger Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Holdco Company LLC and Sorin shall LLC Merger Sub will vest in Holdco as the Sorin Merger Surviving Company, LLC; and all (ii) debts, liabilities, obligations liabilities and duties of Holdco Company LLC and Sorin shall LLC Merger Sub will become the debts, liabilities, obligations liabilities and duties of the Sorin Merger Surviving CompanyLLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (ii) at sometimes hereinafter referred to as the Cyberonics “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, immunities, powers and franchises of Cyberonics the Company and Company Merger Sub shall will vest in Cyberonics as the Cyberonics Merger Surviving Corporation, ; and all (ii) debts, liabilities, obligations liabilities and duties of Cyberonics the Company and Company Merger Sub shall will become the debts, liabilities, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement (i) at the Sorin Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics First Merger Effective Time, Merger Sub shall be merged with and into Cyberonics the Company in accordance with the DGCLDGCL and upon the terms and subject to the conditions set forth in this Agreement, whereupon the separate existence of Merger Sub shall cease, cease and Cyberonics the Company shall continue as be the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have From and after the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin First Merger Effective Time, all the property, rights, privilegespowers, immunities, powers privileges and franchises of Holdco the Company and Sorin Merger Sub shall vest be vested in Holdco as the Sorin Merger Surviving Company, Corporation and all of the debts, obligations, liabilities, obligations restrictions and duties of Holdco the Company and Sorin Merger Sub shall become the debts, liabilitiesobligations, obligations liabilities and duties of the Sorin Surviving Corporation, all as provided under the DGCL. (b) At the Second Merger Effective Time, Surviving Corporation shall be merged with and into NewCo in accordance with the DGCL and DLLCA and upon the terms and subject to the conditions set forth in this Agreement, whereupon the separate existence of Surviving Corporation shall cease and NewCo shall be the Surviving Company, . From and (ii) at after the Cyberonics Second Merger Effective Time, all the property, rights, privilegespowers, immunities, powers privileges and franchises of Cyberonics and the Company, Merger Sub and the Surviving Corporation shall vest be vested in Cyberonics as the Cyberonics Merger Surviving Corporation, Company and all of the debts, obligations, liabilities, obligations restrictions and duties of Cyberonics and the Company, Merger Sub and the Surviving Corporation shall become the debts, liabilitiesobligations, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company, all as provided under the DGCL and the DLLCA.

The Mergers. (ai) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement Agreement, and in accordance with the Delaware Limited Liability Company Act, as amended (i) the “DLLCA”), and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Sorin Merger Effective Time, Sorin the Company shall be merged with and into Holdco Merger Sub (the “Merger”). As a result of the Merger, the separate existence of the Company shall cease, and Merger Sub shall continue as the Surviving Company, such that following the Merger, the Surviving Company will be a wholly owned subsidiary of Parent. The Merger will have the effects provided in this Agreement and as specified in the DLLCA and the DGCL, as applicable. (ii) Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions set forth in this Agreement, and in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall ceaseMGCL, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”)DLLCA, and (ii) at the Cyberonics Subsequent Merger Effective Time, Merger Sub the Surviving Company shall be merged with and into Cyberonics in accordance with Parent (the DGCL“Subsequent Merger”). As a result of the Subsequent Merger, whereupon the separate existence of Merger Sub the Surviving Company shall cease, and Cyberonics Parent shall continue as the surviving corporation in the Cyberonics Subsequent Merger (the “Cyberonics Merger SM Surviving Corporation”). The Sorin Subsequent Merger shall will have the effects prescribed by provided in this Agreement and as specified in the MGCL and the DLLCA. (iii) Upon the terms and subject to satisfaction or waiver (subject to applicable provisions Law) of the UK Merger Regulations and the Italian Merger Regulations and conditions set forth in this Agreement, and in accordance with the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject theretoDRUPA, (i) at the Sorin Partnership Merger Effective Time, all the propertyCompany OP shall be merged with and into the Parent OP (the “Partnership Merger”). As a result of the Partnership Merger, rightsthe separate existence of the Company OP shall cease, privileges, immunities, powers and franchises of Holdco and Sorin the Parent OP shall vest in Holdco continue as the Sorin Surviving Partnership. The Partnership Merger Surviving Company, will have the effects provided in this Agreement and all debts, liabilities, obligations and duties of Holdco and Sorin shall become as specified in the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyDRUPA.

The Mergers. (a) Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement (i) accordance with the DRULPA, at the Sorin Partnership Merger Effective Time, Sorin Partnership Merger Sub shall merge with and into Company LP, whereupon the separate existence of Partnership Merger Sub shall cease, and Company LP shall continue under the name “GOV NEW OPPTY LP” as the Partnership Surviving Entity. The Partnership Merger shall have the effects provided in this Agreement and as specified in the DRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Company LP and Partnership Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company LP and Partnership Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MD REIT Law, at the REIT Merger Effective Time, the Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyREIT Merger Sub, whereupon the separate existence of Sorin the Company shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, REIT Merger Sub shall be merged with and into Cyberonics in accordance with continue under the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue name “GOV NEW OPPTY REIT” as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger REIT Surviving Corporation”)Entity. The Sorin REIT Merger shall have the effects prescribed by provided in this Agreement and as specified in the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) MD REIT Law. Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at from and after the Sorin REIT Merger Effective Time, the REIT Surviving Entity shall possess all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco the Company and Sorin shall vest in Holdco as the Sorin REIT Merger Surviving CompanySub, and all debtsof the claims, obligations, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations debts and duties of the Sorin Merger Surviving Company, Company and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and REIT Merger Sub shall become the debtsclaims, obligations, liabilities, obligations debts and duties of the Cyberonics Merger REIT Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyEntity.

The Mergers. (a) Upon At the First Effective Time and upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement (i) at Agreement, and in accordance with the Sorin Cayman Act and the Merger Effective TimeFiling Documents, Sorin shall Merger Sub I will be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCLSPAC, whereupon the separate existence of Merger Sub shall I will cease, and Cyberonics shall continue SPAC will survive the Merger as a wholly owned subsidiary of the Company (the surviving corporation entity in the Cyberonics Merger (First Merger, the “Cyberonics Merger First Surviving CorporationSubsidiary”). The Sorin At the First Effective Time, the First Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and provided in this Agreement, the Merger Filing Documents and the Cyberonics Merger shall have the effects prescribed as specified by the applicable provisions of the DGCL and this Agreement. (b) Cayman Act. Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at the Sorin Merger First Effective Time, all the property, rights, privileges, immunitiesagreements, powers powers, franchises, Liabilities and franchises duties of Holdco SPAC and Sorin Merger Sub I shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin shall become the debtsproperty, liabilitiesrights, obligations privileges, agreements, powers, franchises, Liabilities and duties of the Sorin First Surviving Subsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the First Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC and Merger Surviving CompanySub I set forth in this Agreement and the other Transaction Documents to which SPAC or Merger Sub I is a party, and the First Surviving Subsidiary shall thereafter exist as a wholly owned subsidiary of the Company and the separate corporate existence of Merger Sub I shall cease to exist. (iib) At the Second Effective Time and upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Cayman Act and the Merger Filing Documents, the First Surviving Subsidiary will be merged with and into Merger Sub II, whereupon the separate existence of the First Surviving Subsidiary will cease, and Merger Sub II will survive the Merger as a wholly owned Subsidiary of the Company (the surviving entity in the Second Merger, the “Second Surviving Subsidiary”). At the Second Effective Time, the Second Merger shall have the effects provided in this Agreement, the Merger Filing Documents and as specified by the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Cyberonics Merger Second Effective Time, all the property, rights, privileges, immunitiesagreements, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporationpowers, and all debtsfranchises, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations Liabilities and duties of the Cyberonics First Surviving Subsidiary and Merger Sub II shall vest in and become the property, rights, privileges, agreements, powers, franchises, Liabilities and duties of the Second Surviving Corporation. After Subsidiary (including all rights and obligations with respect to the MergersTrust Account), which shall include the Cyberonics assumption by the Second Surviving Subsidiary of any and all agreements, covenants, duties and obligations of the First Surviving Subsidiary and Merger Sub II set forth in this Agreement and the other Transaction Documents to which SPAC or Merger Sub II is a party, and the Second Surviving Corporation Subsidiary shall be thereafter exist as a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) Subsidiary of the Sorin Merger Company and the separate corporate existence of the First Surviving CompanySubsidiary shall cease to exist.

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement (i) at the Sorin Holdco Merger Effective Time, Sorin Gold shall be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin Gold shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin "Holdco Merger Surviving Company”"), and (ii) at the Cyberonics Company Merger Effective Time, Merger Sub shall be merged with and into Cyberonics the Company in accordance with the DGCLNRS, whereupon the separate existence of Merger Sub shall cease, and Cyberonics the Company shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics "Company Merger Surviving Corporation”"). The Sorin Holdco Merger shall have the effects prescribed by set forth in the applicable provisions of the UK Merger Regulations Laws of England and the Italian Merger Regulations Wales and this AgreementItaly, and the Cyberonics Company Merger shall have the effects prescribed by set forth in the applicable provisions of the DGCL and this Agreement. (b) NRS. Without limiting the generality of the foregoing and subject thereto, (ia) at the Sorin Holdco Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Holdco and Sorin Gold shall vest in Holdco as the Sorin Holdco Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin Gold shall become the debts, liabilities, obligations and duties of the Sorin Holdco Merger Surviving Company, and (iib) at the Cyberonics Company Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics the Company and Merger Sub shall vest in Cyberonics the Company as the Cyberonics Company Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Company Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon At the DE Effective Time and the Bermuda Effective Time, as applicable, upon the terms and subject to the conditions set forth in this Agreement and the First Plan of Merger: (i) at the Sorin Parent, DE Merger Effective Time, Sorin Sub I and Insite shall cause DE Merger Sub I to be merged with and into Holdco Insite in accordance with the Laws of England and Wales and ItalyDelaware Law, whereupon the separate existence of Sorin DE Merger Sub I shall cease, and Holdco Insite shall continue as the surviving company in the Sorin Merger (the “Sorin Merger First Surviving CompanyDE Corporation”), and ; and (ii) at the Cyberonics Merger Effective TimeParent, Bermuda Merger Sub I and STC shall cause Bermuda Merger Sub I to be merged with and into Cyberonics STC in accordance with the DGCLBermuda Law and Cayman Law, whereupon the separate existence of Bermuda Merger Sub I shall cease, and Cyberonics STC shall continue as the surviving corporation in the Cyberonics Merger company, being a Cayman Islands exempted company (the “Cyberonics Merger Surviving Cayman Corporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting At the generality of Second DE Effective Time and the foregoing Second Bermuda Effective Time, as applicable, upon the terms and subject thereto, to the conditions set forth in this Agreement and the Second Plan of Merger: (i) at Parent, DE Merger Sub II and the Sorin First Surviving DE Corporation shall cause the First Surviving DE Corporation to be merged with and into DE Merger Sub II in accordance with Delaware Law, whereupon the separate existence of the First Surviving DE Corporation shall cease, and DE Merger Sub II shall continue as the surviving company (the “Final Surviving DE Corporation”); and (ii) Parent, Bermuda Merger Sub II and the Surviving Cayman Corporation shall cause the Surviving Cayman Corporation to be merged with and into Bermuda Merger Sub II in accordance with Bermuda Law and Cayman Law, whereupon the separate existence of the Surviving Cayman Corporation shall cease, and Bermuda Merger Sub II shall continue as the surviving company, being a Bermuda exempted company (the “Final Surviving Bermuda Corporation” and, together with the Final Surviving DE Corporation, the “Surviving Corporations”). (c) From and after the Second DE Effective Time and the Second Bermuda Effective Time, as applicable, the effect of the DE Merger and Bermuda Merger, respectively, shall be as provided in this Agreement and the applicable provisions of Delaware Law, Bermuda Law or Cayman Law, as applicable, and (i) the Final Surviving DE Corporation shall possess all of the property, rights, privilegespowers, immunities, powers privileges and franchises and be subject to all of Holdco and Sorin shall vest in Holdco as the Sorin Merger Surviving Company, and all debtsobligations, liabilities, obligations restrictions and duties disabilities of Holdco Insite, DE Merger Sub I, the First Surviving DE Corporation and Sorin shall become the debtsDE Merger Sub II, liabilities, obligations and duties of the Sorin Merger Surviving Companyall as provided under Delaware Law, and (ii) the Final Surviving Bermuda Corporation shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of STC, Bermuda Merger Sub I, the Surviving Cayman Corporation and Bermuda Merger Sub II, all as provided under Bermuda Law and Cayman Law, as applicable. (d) Subject to the provisions of Article 11, the closing of the DE Merger and the Bermuda Merger (the “Closing”) shall take place (i) in New York City at the Cyberonics offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely by the exchange of documents and signatures (or their electronic counterparts), on the third Business Day following the date on which all of the conditions set forth in Article 11 have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions (other than those conditions that by their nature are to be satisfied at the Closing (the “Closing Date Conditions”), but subject to the satisfaction of, or, to the extent permissible, waiver by the party or parties entitled to the benefit of, the Closing Date Conditions) or (ii) at such other place, at such other time or on such other date as Parent and Seller may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (e) At the Closing, STC and Bermuda Merger Sub I shall execute and deliver a plan of merger relating to the First Bermuda Merger which shall implement the First Bermuda Merger and the terms and conditions of this agreement (the “First Plan of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Bermuda Law and Cayman Law and, on the Closing Date or as soon as practicable thereafter shall make all other filings or recordings required under Bermuda Law and Cayman Law, and on the Closing Date Bermuda Merger Sub I shall cause an application for registration of the Surviving Cayman Corporation to be executed and delivered to the Registrar of Companies in Bermuda (the “Bermuda Registrar”) as provided under Section 108 of Bermuda Law and to be accompanied by the documents required by Section 108(2) of Bermuda Law, and a corresponding application shall be made to the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 237(2) of the Cayman Law (collectively, the “First Merger Application”), and cause to be included in the First Merger Application a request that the Bermuda Registrar issue the certificate of merger (the “First Bermuda Certificate of Merger”) with respect to the Merger and a corresponding request shall be made to the Cayman registrar to issue a certificate of merger under Cayman Law with respect to the Merger, in each case on the Closing Date at the time of day mutually agreed upon by Parent and Seller and set forth in the First Merger Application. The First Bermuda Merger shall become effective upon the issuance of the First Bermuda Certificate of Merger by the Bermuda Registrar (or such other date and time as the First Bermuda Certificate of Merger shall provide) and the registration of the merger under Cayman Law by the Cayman Registrar (collectively, the “Bermuda Effective Time”). (f) At the Closing, immediately following receipt of evidence from the Bermuda Registrar and the Cayman Registrar, as applicable, of the effectiveness of the First Bermuda Merger, Insite shall file, or cause to be filed, with the Secretary of State of the State of Delaware, a certificate of merger relating to the First DE Merger (the “First DE Certificate of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Delaware Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The First DE Merger shall become effective at such time as the First DE Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such other later time as may be agreed by Parent and Insite and specified in the First Certificate of Merger) (the “DE Effective Time”). (g) Promptly following the DE Effective Time, all but in no event later than the propertysecond Business Day thereafter, rightsParent, privileges, immunities, powers the First Surviving DE Corporation and franchises of Cyberonics and DE Merger Sub II shall vest file, or cause to be filed, with the Secretary of State of the State of Delaware, a certificate of merger relating to the Second DE Merger (the “Second DE Certificate of Merger”) and any other appropriate documents, in Cyberonics each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Delaware Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The Second DE Merger shall become effective at such time (the “Second DE Effective Time”) as the Cyberonics Second DE Certificate of Merger is duly filed with the Secretary of State of the State of Delaware. (h) Promptly following the Bermuda Effective Time, but in no event later than the second Business Day thereafter, Parent, the Surviving CorporationCayman Corporation and Bermuda Merger Sub II shall execute and deliver a plan of merger relating to the Second Bermuda Merger which shall implement the Second Bermuda Merger and the terms and conditions of this agreement (the “Second Plan of Merger”) and any other appropriate documents, in each case as approved by Parent (provided that Parent shall consider Seller’s comments thereto in good faith), in accordance with the relevant provisions of Bermuda Law and Cayman Law and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under Bermuda Law and Cayman Law, and all debts, liabilities, obligations and duties of Cyberonics and on the Closing Date Bermuda Merger Sub II shall become the debts, liabilities, obligations and duties cause an application for registration of the Cyberonics Merger Final Surviving Corporation. After Bermuda Corporation to be executed and delivered to the Mergers, Bermuda Registrar as provided under Section 108 of Bermuda Law and to be accompanied by the Cyberonics Merger Surviving Corporation documents required by Section 108(2) of Bermuda Law and a corresponding application shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiariesmade under to the Cayman Registrar under Section 237(7) of the Sorin Cayman Law (collectively, the “Second Merger Surviving CompanyApplication”) and cause to be included in the Second Merger Application a request that the Registrar issue the certificate of merger with respect to the Second Bermuda Merger (the “Second Bermuda Certificate of Merger”) and a corresponding request shall be made to the Cayman Registrar to issue a certificate of merger under Cayman Law with respect to the Merger, in each case on the Closing Date at the time of day mutually agreed upon by the Parent and Seller and set forth in the Second Merger Application. The Second Bermuda Merger shall become effective upon the issuance of the Second Bermuda Certificate of Merger by the Registrar (or such other date and time as the Second Bermuda Certificate of Merger shall provide) and the registration of the merger by the Cayman Registrar under the Cayman Law (collectively, the “Second Bermuda Effective Time”).

The Mergers. (a) Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement (i) accordance with the DRULPA, at the Sorin OP Merger Effective Time, Sorin OP Merger Sub shall merge with and into Company OP, whereupon the separate existence of OP Merger Sub shall cease, and Company OP shall continue as the surviving entity in the OP Merger. The OP Merger shall have the effects provided in this Agreement and as specified in the DRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the OP Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Company OP and OP Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company OP and OP Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the DownREIT Merger Effective Time, DownREIT Merger Sub shall merge with and into DownREIT, whereupon the separate existence of DownREIT Merger Sub shall cease, and DownREIT shall continue as the surviving entity in the DownREIT Merger. The DownREIT Merger shall have the effects provided in this Agreement and as specified in the DRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the DownREIT Merger Effective Time, the DownREIT Surviving Entity shall possess all properties, rights, privileges, powers and franchises of DownREIT and DownREIT Merger Sub, and all of the claims, obligations, liabilities, debts and duties of DownREIT and DownREIT Merger Sub shall become the claims, obligations, liabilities, debts and duties of the DownREIT Surviving Entity. (c) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the MRL, at the REIT Merger Effective Time, Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyREIT Merger Sub, whereupon the separate existence of Sorin Company shall cease, and Holdco REIT Merger Sub shall continue as the surviving company entity in the Sorin REIT Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with governed by the DGCL, whereupon laws of the separate existence State of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”)Maryland. The Sorin REIT Merger shall have the effects prescribed by set forth in the applicable provisions of MGCL, the UK Merger Regulations and the Italian Merger Regulations MRL and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) . Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at from and after the Sorin REIT Merger Effective Time, the REIT Surviving Entity shall possess all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco Company and Sorin shall vest in Holdco as the Sorin REIT Merger Surviving CompanySub, and all debtsof the claims, obligations, liabilities, obligations debts and duties of Holdco Company and Sorin shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and REIT Merger Sub shall become the debtsclaims, obligations, liabilities, obligations debts and duties of the Cyberonics Merger REIT Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyEntity.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement: (ia) at Prior to the Sorin Merger Effective Time, Sorin NYSE shall be merged with and into Holdco NYSE Merger Corporation Sub (the "NYSE Corporation Merger"), and the separate corporate existence of NYSE shall thereupon cease. NYSE Merger Corporation Sub shall be the surviving corporation in accordance the NYSE Corporation Merger and shall continue its corporate existence under the laws of the State of Delaware, with all its rights, privileges, immunities, powers and franchises. (b) At the Effective Time, concurrently with the Laws Archipelago Merger and after the completion of England the NYSE Corporation Merger, NYSE Merger Corporation Sub shall be merged with and Wales into NYSE Merger LLC Sub (the "NYSE LLC Merger" and, together with the NYSE Corporation Merger, the "NYSE Mergers"), and Italy, whereupon the separate corporate existence of Sorin NYSE Merger Corporation Sub shall thereupon cease, and Holdco . NYSE Merger LLC Sub shall continue as be the surviving company entity in the Sorin NYSE LLC Merger (the “Sorin Merger "Surviving Company”)NYSE Entity") and shall continue its existence under the laws of the State of New York, with all its rights, privileges, immunities, powers and franchises. After the NYSE Mergers, the Surviving NYSE Entity shall continue to be a wholly owned subsidiary of Holdco. (iic) at At the Cyberonics Merger Effective Time, concurrently with the NYSE LLC Merger, Archipelago Merger Sub shall be merged with and into Cyberonics in accordance with Archipelago (the DGCL"Archipelago Merger"), whereupon and the separate corporate existence of Archipelago Merger Sub shall thereupon cease, and Cyberonics . Archipelago shall continue as be the surviving corporation in the Cyberonics Archipelago Merger (the “Cyberonics Merger "Surviving Corporation”). The Sorin Merger Archipelago Entity") and shall have continue its corporate existence under the effects prescribed by the applicable provisions laws of the UK Merger Regulations and the Italian Merger Regulations and this AgreementState of Delaware, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Merger Effective Time, with all the property, its rights, privileges, immunities, powers and franchises franchises. As a result of Holdco and Sorin shall vest in Holdco as the Sorin Merger Archipelago Merger, the Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin Archipelago Entity shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyHoldco.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement (i) Agreement, and in accordance with the MGCL and the DLLCA, at the Sorin Company Merger Effective Time, Sorin the Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyMerger Sub I, whereupon the separate existence of Sorin shall the Company will cease, and Holdco shall continue with Merger Sub I surviving the Company Merger (Merger Sub I, as the surviving company entity in the Sorin Merger (Company Merger, sometimes being referred to herein as the “Sorin Merger Surviving Company” and, together with the Surviving Partnership and the Surviving Operations Entity, the “Surviving Entities”), such that following and as a result of the Company Merger, the Surviving Company will be a wholly owned Subsidiary of Parent. The Company Merger shall have the effects provided in this Agreement and the Articles of Merger (iias defined below) and the Company Certificate of Merger (as defined below), and as specified in the applicable provisions of the MGCL and the DLLCA. (b) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DLLCA and the DRULPA, at the Cyberonics Partnership Merger Effective Time, Merger Sub II shall be merged with and into Cyberonics in accordance with the DGCLPartnership, whereupon the separate existence of Merger Sub shall II will cease, and Cyberonics shall continue with the Partnership surviving the Partnership Merger (the Partnership, as the surviving corporation entity in the Cyberonics Merger (Partnership Merger, sometimes being referred to herein as the “Cyberonics Surviving Partnership”), such that following and as a result of the Partnership Merger, the Surviving Partnership will be a wholly owned Subsidiary of the Company (and after the Company Merger Effective Time, of the Surviving Corporation”Company). The Sorin Partnership Merger shall have the effects prescribed by provided in this Agreement and the Partnership Certificate of Merger (as defined below) and as specified in the applicable provisions of the UK Merger Regulations DLLCA and the Italian Merger Regulations DRULPA. (c) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Cyberonics DLLCA, at the Operations Merger Effective Time, Operations shall be merged with and into Merger Sub III, whereupon the separate existence of Operations will cease, with Merger Sub III surviving the Operations Merger (Merger Sub III, as the surviving entity in the Operations Merger, sometimes being referred to herein as the “Surviving Operations Entity”), such that following and as a result of the Operations Merger, the Surviving Operations Entity will be a wholly owned Subsidiary of the Surviving Partnership. The Operations Merger shall have the effects prescribed by provided in this Agreement and the Operations Certificate of Merger (as defined below), and as specified in the applicable provisions of the DGCL and this AgreementDLLCA. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Holdco and Sorin shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and the Delaware Limited Liability Company Act, as amended (the “DLLCA”), (i) at the Sorin Merger First Effective Time, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCLCompany and, whereupon as a result of the First Merger, the separate corporate existence of Merger Sub shall cease, and Cyberonics the Company shall continue as the surviving corporation in of the Cyberonics First Merger and as a wholly-owned subsidiary of Parent (the “Cyberonics Merger First Surviving Corporation”)) and (ii) immediately thereafter, and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Purchaser and, as a result of Second Merger, the separate existence of the First Surviving Corporation shall cease and Purchaser shall continue as the surviving company and as a wholly-owned subsidiary of Parent (the “Surviving Company”) and continue to be disregarded as an entity separate from Parent for U.S. federal income tax purposes. The Sorin First Merger shall be effected pursuant to Section 251 of the DGCL and shall have the effects prescribed by set forth in the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this AgreementDGCL, and the Cyberonics Second Merger shall have the effects prescribed by the applicable provisions be effected pursuant to Section 264 of the DGCL and this Agreement. (b) Section 18-209 of the DLLCA. Without limiting the generality of the foregoing and subject theretoforegoing, (ix) at the Sorin Merger First Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Holdco the Company and Sorin Sub shall vest in Holdco as the Sorin Merger First Surviving CompanyCorporation, and all debts, liabilities, obligations liabilities and duties of Holdco the Company and Sorin Sub shall become the debts, liabilities, obligations liabilities and duties of the Sorin Merger First Surviving CompanyCorporation, all as provided under the DGCL, and (iiy) at the Cyberonics Merger Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Cyberonics the First Surviving Corporation and Merger Sub Purchaser shall vest in Cyberonics as the Cyberonics Merger Surviving CorporationCompany, and all debts, liabilities, obligations liabilities and duties of Cyberonics the First Surviving Corporation and Merger Sub Purchaser shall become the debts, liabilities, obligations liabilities and duties of the Cyberonics Surviving Company, all as provided under the DGCL and the DLLCA. (b) At the First Effective Time, by virtue of the First Merger Surviving Corporation. After and without the Mergersnecessity of further action by the Company, Sub or any other person, the Cyberonics Merger certificate of incorporation of the First Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) amended and restated in the form of the Sorin Merger certificate of incorporation of Sub, as in effect immediately prior to the First Effective Time, and as so amended, shall be the certificate of incorporation of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company and the First Surviving Corporation shall take all necessary action such that, at the First Effective Time, the bylaws of the First Surviving Corporation shall be amended so as to read in their entirety as the bylaws of Sub as in effect immediately prior to the First Effective Time and, as amended, such bylaws shall be the bylaws of the First Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) Subject to Section 6.07, (i) the certificate of formation of the Surviving Company, as in effect immediately prior to the Second Effective Time, shall be the certificate of formation of the Surviving Company at the Second Effective Time, until thereafter amended in accordance with the DLLC and as provided in such certificate of formation and (ii) the limited liability company agreement of the Surviving Company, as in effect immediately prior to the Second Effective Time, shall be the limited liability company agreement of the Surviving Company at the Second Effective Time, until thereafter amended in accordance with the DLLC and as provided in such limited liability company agreement.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (i) the “DGCL)”, at the Sorin First Merger Effective Time, Sorin Merger Sub Inc. shall be merged with and into Holdco in accordance with Omega. Following the Laws of England and Wales and ItalyFirst Merger, whereupon the separate corporate existence of Sorin Merger Sub Inc. shall cease, and Holdco Omega shall continue as the surviving company Surviving Corporation in the Sorin First Merger (and a wholly-owned Subsidiary of Beta. From and after the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin First Merger Effective Time, all the property, rights, privilegespowers, immunities, powers privileges and franchises of Holdco Omega and Sorin Merger Sub Inc. shall vest be vested in Holdco as the Sorin Merger Surviving Company, Corporation and all of the debts, obligations, liabilities, obligations restrictions and duties of Holdco Omega and Sorin Merger Sub Inc. shall become the debts, liabilitiesobligations, obligations liabilities and duties of the Sorin Surviving Corporation, all as provided under the DGCL. (b) Upon the terms and subject to the conditions set forth in this Agreement, at the Second Merger Effective Time, the Surviving Corporation shall be merged with and into Merger Sub LLC in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”) and upon the terms and subject to the conditions set forth in this Agreement, whereupon the separate existence of the Surviving Corporation shall cease, and Merger Sub LLC shall be the Surviving Company, . From and (ii) at after the Cyberonics Second Merger Effective Time, all the property, rights, privilegespowers, immunities, powers privileges and franchises of Cyberonics and Omega, Merger Sub LLC and the Surviving Corporation shall vest be vested in Cyberonics as the Cyberonics Merger Surviving Corporation, Company and all of the debts, obligations, liabilities, obligations restrictions and duties of Cyberonics and Omega, Merger Sub Inc. and the Surviving Corporation shall become the debts, liabilitiesobligations, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company, all as provided under the DGCL and the DLLCA.

The Mergers. (a) Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement (i) accordance with the VRULPA, at the Sorin Partnership Merger Effective Time, Sorin Partnership Merger Sub shall merge with and into Company LP, whereupon the separate existence of Partnership Merger Sub shall cease, and Company LP shall continue under the name “COMPANY LP” as the surviving entity in the Partnership Merger. The Partnership Merger shall have the effects provided in this Agreement and as specified in the VRULPA. Without limiting the generality of the foregoing, and subject thereto, from and after the Partnership Merger Effective Time, the Partnership Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Company LP and Partnership Merger Sub, and all of the claims, obligations, liabilities, debts and duties of Company LP and Partnership Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Partnership Surviving Entity. (b) Upon the terms and subject to the conditions of this Agreement, and in accordance with the MGCL and the DRULPA, at the REIT Merger Effective Time, Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyREIT Merger Sub, whereupon the separate existence of Sorin Company shall cease, and Holdco REIT Merger Sub shall continue under the name “Monument Intermediate Holdings, L.P.” as the surviving company entity in the Sorin REIT Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with governed by the DGCL, whereupon laws of the separate existence State of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”)Delaware. The Sorin REIT Merger shall have the effects prescribed by set forth in the applicable provisions of MGCL, the UK Merger Regulations and the Italian Merger Regulations DRULPA and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) . Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at from and after the Sorin REIT Merger Effective Time, the REIT Surviving Entity shall possess all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco Company and Sorin shall vest in Holdco as the Sorin REIT Merger Surviving CompanySub, and all debtsof the claims, obligations, liabilities, obligations debts and duties of Holdco Company and Sorin shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and REIT Merger Sub shall become the debtsclaims, obligations, liabilities, obligations debts and duties of the Cyberonics Merger REIT Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyEntity.

The Mergers. (a) Upon Before the Effective Time, upon the terms and subject to the conditions set forth in this Agreement (i) Agreement, at the Sorin Partnership Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Partnership Merger Sub shall be merged with and into Cyberonics NSP (the "Partnership Merger") in accordance with DRULPA and the DGCLLLC Act, whereupon and the separate existence of Partnership Merger Sub shall cease, cease and Cyberonics NSP shall continue as the surviving corporation in the Cyberonics Merger partnership (the “Cyberonics Merger "Surviving Corporation”Partnership"), with NCIC remaining as the general partner of the Surviving Partnership. The Sorin Partnership Merger shall have the effects prescribed by set forth in the applicable provisions of DRULPA, the UK Merger Regulations and the Italian Merger Regulations LLC Act and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) . Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at the Sorin Partnership Merger Effective Time, all of the property, rights, privileges, immunities, privileges and powers of NSP and franchises of Holdco and Sorin shall Partnership Merger Sub will vest in Holdco the Surviving Partnership, and all of the debts, liabilities and duties of NSP and Partnership Merger Sub will become the debts, liabilities and duties of the Surviving Partnership. (b) Following the Partnership Merger Effective Time, upon the terms and subject to the conditions of this Agreement, at the Effective Time, NCIC Merger Sub shall merge with and into NCIC (the "Merger," and together with the Partnership Merger, the "Mergers") in accordance with Subtitle 1 of Title 3 of the MGCL, and the separate corporate existence of NCIC Merger Sub shall cease and NCIC shall continue as the Sorin surviving company (the "Surviving Company") in accordance with the MGCL. The Merger shall have the effects set forth in the MGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges and powers of NCIC and NCIC Merger Sub will vest in the Surviving Company, and all of the debts, liabilities, obligations liabilities and duties of Holdco NCIC and Sorin shall NCIC Merger Sub will become the debts, liabilities, obligations liabilities and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon At the terms Merger Effective Time (as defined below), and subject to in accordance with the conditions set forth in applicable provisions of this Agreement (i) at the Sorin Merger Effective Timeand Delaware Law, Sorin each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyCompany. Following the Mergers, whereupon the separate existence corporate or limited partnership existence, as applicable, of Sorin each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall cease, cease and Holdco the Company shall continue as the surviving company (the “Surviving Company”). (b) At the time determined by the Company, promptly following the Conversion and prior to the effectiveness of the Company’s registration statement on Form S-1 (File No. 333-201474) (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, the Company shall cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, all as provided for and in accordance with Section 251 and Section 264 of the DGCL and Section 17-211 of the DRULPA. The Mergers shall become effective at the time and date as provided under Delaware Law and as specified in the Sorin Certificate of Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) Each Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) set forth under Delaware Law. Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at the Sorin Merger Effective Time, all the propertyproperties, rights, privileges, immunitiesand powers of each of New Mountain Blocker, powers IRDO, Venrock Blocker and franchises of Holdco and Sorin 5AM-BT shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco each of New Mountain Blocker, IRDO, Venrock Blocker and Sorin 5AM-BT shall become the debts, liabilities, obligations liabilities and duties of the Sorin Merger Surviving Company. Notwithstanding the foregoing, it is hereby acknowledged and agreed that, upon consummation of the Mergers, the respective rights and obligations of IRDO, Venrock Blocker and 5AM-BT under the Voting Agreement shall be transferred to ARCH Ventures, Venrock and 5AM, respectively, in accordance with the terms thereof. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) at the Cyberonics officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties by virtue of the Cyberonics Merger Surviving Corporationand without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.1(g). After All of such outstanding equity interests of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT when so converted, shall no longer be outstanding and shall automatically be canceled and the Mergersformer holders thereof shall cease to have any rights with respect thereto, except the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of right to receive the Sorin Merger Surviving Companyconsideration specified in Section 2.1(g).

The Mergers. (a) Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the applicable provisions of the Delaware Limited Liability Company Act (i) the “LLC Act”), at the Sorin Merger Effective Time, Sorin the EBG Merger shall be consummated pursuant to which EBG MergerCo shall be merged with and into Holdco in accordance with the Laws of England EBG and Wales and Italy, whereupon the separate existence of Sorin EBG MergerCo shall cease. After the EBG Merger, and Holdco EBG shall continue as the surviving company in the Sorin Merger (sometimes hereinafter referred to as the “Sorin Merger EBG Surviving Company”), ) and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as to be governed by the surviving corporation in laws of the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”)State of Delaware. The Sorin EBG Merger shall have the effects prescribed by effect as provided in the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) LLC Act. Without limiting the generality of the foregoing and subject theretoforegoing, (i) at the Sorin Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Holdco EBG MergerCo and Sorin EBG shall vest in Holdco the EBG Surviving Company and all restrictions, obligations, duties, debts and liabilities of EBG MergerCo and EBG shall be the restrictions, obligations, duties, debts and liabilities of the EBG Surviving Company. (b) Upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the LLC Act, at the Effective Time, the Astoria Merger shall be consummated pursuant to which Astoria MergerCo shall be merged with and into Astoria and the separate existence of Astoria MergerCo shall cease. After the Astoria Merger, Astoria shall continue as the Sorin Merger surviving company (sometimes hereinafter referred to as the “Astoria Surviving Company, ”) and all debts, liabilities, obligations and duties of Holdco and Sorin shall become continue to be governed by the debts, liabilities, obligations and duties laws of the Sorin State of Delaware. The Astoria Merger Surviving Companyshall have the effect as provided in the applicable provisions of the LLC Act. Without limiting the generality of the foregoing, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics Astoria and Merger Sub Astoria MergerCo shall vest in Cyberonics as the Cyberonics Merger Astoria Surviving Corporation, Company and all debtsrestrictions, liabilitiesobligations, obligations duties, debts and duties liabilities of Cyberonics Astoria and Merger Sub Astoria MergerCo shall become be the debtsrestrictions, liabilitiesobligations, obligations duties, debts and duties liabilities of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Astoria Surviving Company.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in of this Agreement (i) Agreement, at the Sorin Closing, the parties shall cause the Partnership Merger Effective Timeto be consummated by causing to be filed with the Secretary of State of the State of Delaware (the “DSOS”) (A) a certificate of merger in the form attached hereto as Exhibit A (the “Partnership Merger Certificate”) and (B) all other filings or recordings required under the DRULPA and the DLLCA in order to consummate the Partnership Merger, Sorin shall be merged with and into Holdco in each case in accordance with the Laws of England DRULPA and Wales DLLCA. The Partnership Merger Certificate shall become effective at the time the Partnership Merger Certificate is filed with the DSOS or at such later effective time and Italy, whereupon date (not to exceed one (1) Business Day after the separate existence of Sorin shall cease, Partnership Merger Certificate is filed with the DSOS) that is agreed to by the Company and Holdco shall continue as the surviving company Parent and specified in the Sorin Partnership Merger Certificate (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Partnership Merger Effective Time”). As a result of the Partnership Merger, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub II shall cease, cease and Cyberonics the Partnership shall continue its existence as a Subsidiary of the Company under the Laws of the State of Delaware. The Partnership, in its capacity as the entity surviving corporation the Partnership Merger, is sometimes referred to in the Cyberonics Merger (this Agreement as the “Cyberonics Merger Surviving CorporationPartnership.”). (b) The Sorin Partnership Merger shall have the effects prescribed by set forth in this Agreement, the Partnership Merger Certificate and the applicable provisions of the UK Merger Regulations DRULPA and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) DLLCA. Without limiting the generality of the foregoing foregoing, from and subject thereto, (i) at after the Sorin Partnership Merger Effective Time, all of the rights, privileges and powers of Merger Sub II and the Partnership, and all property, real, personal and mixed, and all debts due to any of Merger Sub II and the Partnership, as well as all other things and causes of actions belonging to each of Merger Sub II and the Partnership shall be vested in the Surviving Partnership, and shall thereafter be the property of the Surviving Partnership, and all debts, liabilities and duties of each of Merger Sub II and the Partnership shall attach to the Surviving Partnership, and may be enforced against the Surviving Partnership to the same extent as if said debts, liabilities and duties have been incurred or contracted by the Surviving Partnership. (c) Subject to compliance with Section 6.07, at the Partnership Merger Effective Time, unless otherwise jointly determined by Parent and the Company prior to the Partnership Merger Effective Time: (i) the name of the Surviving Partnership shall be “Retail Opportunity Investments Partnership, LP” and (ii) the Partnership LPA as in effect immediately prior to the Partnership Merger Effective Time shall be amended by Amendment No. 8 thereto in the form attached hereto as Exhibit B (as Exhibit B may be amended solely by Parent after the date hereof and until a Form of Election is delivered to the Partnership pursuant to Section 3.01(b)(i) to include any other terms determined by Parent that are implemented in compliance with the Partnership LPA as if the terms set forth in Exhibit B were in effect immediately prior to such implementation) (collectively, the “Partnership LPA Amendment”), until, subject to Section 6.07, thereafter amended in accordance with the provisions thereof and in accordance with Applicable Law (the “Amended Partnership LPA”). At the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the Partnership Merger Effective Time, shall be the certificate of limited partnership of the Surviving Partnership until thereafter amended as provided by Applicable Law. (d) From and after the Partnership Merger Effective Time, the officers of the Partnership immediately prior to the Partnership Merger Effective Time, if any, shall be the officers of the Surviving Partnership, each to hold office in accordance with the Amended Partnership LPA until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the Amended Partnership LPA. (e) On the terms and subject to the conditions of this Agreement, at the Closing, the parties shall cause the Company Merger to be consummated by causing articles of merger setting forth the terms of the Company Merger (the “Company Articles of Merger”), and executed in accordance with the relevant provisions of the MGCL, to be filed with, and accepted for record by, the State Department of Assessments and Taxation of Maryland (“Maryland SDAT”). The Company Merger shall become effective at the time the Company Articles of Merger are accepted for record by the Maryland SDAT or at such later effective time and date (not to exceed one (1) Business Day after the Company Articles of Merger are accepted for record by the Maryland SDAT) that is agreed to by the Company and Parent and specified in the Company Articles of Merger (the “Company Merger Effective Time”), it being understood and agreed that the parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time. As a result of the Company Merger, the separate corporate existence of Merger Sub I shall cease and the Company shall continue its existence as a wholly owned Subsidiary of Parent under the Laws of the State of Maryland. The Company, in its capacity as the entity surviving the Company Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.” (f) The Company Merger shall have the effects set forth in this Agreement, the Company Articles of Merger and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, from and after the Company Merger Effective Time, the Surviving Corporation shall possess all property, rights, privileges, immunities, powers and franchises of Holdco the Company and Sorin shall vest in Holdco as the Sorin Merger Surviving CompanySub I, and all debtsof the obligations, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations liabilities and duties of the Sorin Company and Merger Sub I shall become the obligations, liabilities and duties of the Surviving CompanyCorporation. (g) Subject to compliance with Section 6.07, and at the Company Merger Effective Time: (i) the name of the Surviving Corporation shall be “Retail Opportunity Investments Corp.”; (ii) at the Cyberonics Company Charter shall be amended and restated in its entirety as part of the Company Merger to contain the provisions set forth in Exhibit C (the “Amendment”) and the Company Charter, as so amended, shall be the charter of the Surviving Corporation until, subject to Section 6.07, amended in accordance with the terms therein and Applicable Law; and (iii) unless otherwise jointly determined by Parent and the Company prior to the Company Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises bylaws of Cyberonics and Merger Sub I, as in effect immediately prior to the Company Merger Effective Time, shall vest be the bylaws of the Surviving Corporation (except that the title thereof shall read “Retail Opportunity Investments Corp. Bylaws”), until, subject to Section 6.07, thereafter amended in Cyberonics as accordance with the Cyberonics provisions thereof and in accordance with Applicable Law. (h) From and after the Company Merger Effective Time, the directors of Merger Sub I immediately prior to the Company Merger Effective Time shall be the members of the board of directors of the Surviving Corporation, each to serve in accordance with the MGCL and all debts, liabilities, obligations the charter and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties bylaws of the Cyberonics Merger Surviving Corporation until their respective successors shall have been duly elected and qualify, or until their earlier death, resignation or removal in accordance with the MGCL and the charter and bylaws of the Surviving Corporation. After . (i) From and after the MergersCompany Merger Effective Time, the Cyberonics officers of the Company immediately prior to the Company Merger Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the MGCL and the charter and bylaws of the Surviving Corporation until their respective successors shall be a wholly owned subsidiary (whether directly have been duly elected and qualify, or indirectly through a wholly owned subsidiary until their earlier death, resignation or subsidiaries) removal in accordance with the MGCL and the charter and bylaws of the Sorin Merger Surviving CompanyCorporation.

The Mergers. (a) Upon Pursuant to the terms and subject to the conditions set forth in this Agreement (i) at the Sorin Merger Effective TimeAgreement, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyDelaware Law, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger First Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCLCompany. As a result of the First Merger, whereupon the separate limited liability company existence of Merger Sub shall cease, and Cyberonics the Company shall continue as the surviving corporation in of the Cyberonics First Merger (the “Cyberonics First Surviving Company”). Pursuant to the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Second Effective Time, the First Surviving Company shall be merged with and into Merger Sub II. As a result of the Second Merger, the separate corporate existence of the First Surviving CorporationCompany shall cease, and Merger Sub II shall continue as the surviving company of the Second Merger (the “Second Surviving Company”). The Sorin Merger Mergers shall be effected pursuant to Delaware Law and shall have the effects prescribed by set forth in this Agreement and the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Delaware Law. Without limiting the generality of the foregoing and subject thereto, foregoing: (i) at the Sorin Merger First Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Holdco Merger Sub and Sorin the Company shall vest in Holdco as the Sorin Merger First Surviving Company, and all of the debts, liabilities, obligations liabilities and duties of Holdco Merger Sub and Sorin the Company shall become the debts, liabilities, obligations liabilities and duties of the Sorin Merger First Surviving Company, ; and (ii) at the Cyberonics Merger Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Cyberonics the First Surviving Company and Merger Sub II shall vest in Cyberonics as the Cyberonics Merger Second Surviving CorporationCompany, and all of the debts, liabilities, obligations liabilities and duties of Cyberonics the First Surviving Company and Merger Sub II shall become the debts, liabilities, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Second Surviving Company. (b) At the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the First Surviving Company shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the certificate of incorporation of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Law and (ii) the bylaws of the First Surviving Company shall be amended so as to read in their entirety in the form set forth as Exhibit C hereto, and as so amended shall be the bylaws of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Law. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by the First Surviving Company or any other Person, (i) the certificate of formation of Merger Sub II as of immediately prior to the Second Effective Time shall be the certificate of formation of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Law and (ii) the limited liability company agreement of Merger Sub II as of immediately prior to the Second Effective Time shall be the limited liability company agreement of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Law. (c) The Company shall take all appropriate action such that, at the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person, the officers of Merger Sub immediately prior to the First Effective Time shall become the officers of the First Surviving Company. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by Merger Sub II or any other Person, the officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of the Second Surviving Company, each to hold office, from and after the Second Effective Time, in accordance with the certificate of formation and limited liability company agreement of the Second Surviving Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of formation and limited liability company agreement of the Second Surviving Company.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in this Agreement Agreement, (i) at the Sorin Corporate Merger Effective Time, Sorin Merger Sub I shall be merged with and into Holdco the Company in accordance with the Laws of England DGCL and Wales and Italy, whereupon the separate corporate existence of Sorin Merger Sub I shall thereupon cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub Company shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Corporate Merger (sometimes hereinafter referred to as the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have ) and from and after the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Corporate Merger Effective Time, shall be a direct wholly owned Subsidiary of Parent, and the separate corporate existence of the Company with all the property, of its rights, privileges, immunities, powers and franchises of Holdco shall continue unaffected by the Merger as provided in the DGCL. (b) On the terms and Sorin subject to the conditions set forth in this Agreement, (i) immediately following the Corporate Merger Effective Time and at the LLC Merger Effective Time (as defined below), the Surviving Corporation shall vest be merged with and into Merger Sub II in Holdco as accordance with the Sorin Merger Surviving Company, DGCL and all debts, liabilities, obligations the DLLCA and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties separate corporate existence of the Sorin Merger Surviving CompanyCompany shall thereupon cease, and (ii) at Merger Sub II shall be the Cyberonics surviving entity in the LLC Merger (sometimes hereinafter referred to as the “Surviving Entity”) and from and after the LLC Merger Effective Time, shall remain a direct wholly owned Subsidiary of Parent (sometimes hereinafter referred to as the “Combined Company,” including in its capacity as the sole member of the Surviving Entity following the LLC Merger Effective Time), and the separate existence of Merger Sub II with all the property, of its rights, privileges, immunities, powers and franchises of Cyberonics shall continue unaffected by the Merger as provided in the DGCL and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyDLLCA.

The Mergers. (a) Upon Pursuant to the terms and subject to the conditions set forth in this Agreement (i) at the Sorin Merger Effective TimeAgreement, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyDGCL, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger First Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCLCompany. As a result of the First Merger, whereupon the separate corporate existence of Merger Sub shall cease, and Cyberonics the Company shall continue as the surviving corporation in of the Cyberonics First Merger (the “Cyberonics First Surviving Company”). Pursuant to the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Second Effective Time, the First Surviving Company shall be merged with and into Merger Sub II. As a result of the Second Merger, the separate corporate existence of the First Surviving CorporationCompany shall cease, and Merger Sub II shall continue as the surviving corporation of the Second Merger (the “Second Surviving Company”). The Sorin Merger Mergers shall be effected pursuant to the DGCL and shall have the effects prescribed by set forth in this Agreement and the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) DGCL. Without limiting the generality of the foregoing and subject thereto, foregoing: (i) at the Sorin Merger First Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Holdco Merger Sub and Sorin the Company shall vest in Holdco as the Sorin Merger First Surviving Company, and all of the debts, liabilities, obligations liabilities and duties of Holdco Merger Sub and Sorin the Company shall become the debts, liabilities, obligations liabilities and duties of the Sorin Merger First Surviving Company, ; and (ii) at the Cyberonics Merger Second Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Cyberonics the First Surviving Company and Merger Sub II shall vest in Cyberonics as the Cyberonics Merger Second Surviving CorporationCompany, and all of the debts, liabilities, obligations liabilities and duties of Cyberonics the First Surviving Company and Merger Sub II shall become the debts, liabilities, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Second Surviving Company. (b) At the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person but subject to Section ‎6.3, (i) the certificate of incorporation of the First Surviving Company shall be amended so as to be in customary form as reasonably agreed by the Parties, and as so amended shall be the certificate of incorporation of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement and (ii) the bylaws of the First Surviving Company shall be amended so as to be in customary form as reasonably agreed by the Parties, and as so amended shall be the bylaws of the First Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by the First Surviving Company or any other Person but subject to Section ‎6.3, (i) the certificate of incorporation of Merger Sub II as of immediately prior to the Second Effective Time shall be the certificate of incorporation of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement and (ii) the bylaws of Merger Sub II as of immediately prior to the Second Effective Time shall be the bylaws of the Second Surviving Company until thereafter changed or amended as provided therein or by applicable Legal Requirement. (c) The Company shall take all appropriate action such that, at the First Effective Time, by virtue of the First Merger and without the necessity of further action by the Company or any other Person, the officers and directors of Merger Sub immediately prior to the First Effective Time shall become the officers of the First Surviving Company. At the Second Effective Time, by virtue of the Second Merger and without the necessity of further action by Merger Sub II or any other Person, the officers of Merger Sub II immediately prior to the Second Effective Time shall be the officers of the Second Surviving Company, each to hold office, from and after the Second Effective Time, in accordance with the certificate of incorporation and bylaws of the Second Surviving Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Second Surviving Company. (d) At the Closing, the Company and Merger Sub shall cause a certificate of merger in customary form as reasonably agreed by the Parties (the “First Certificate of Merger”), to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL and shall make all other filings required under the DGCL. The First Merger shall become effective at the time the First Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such later time as may be specified in the First Certificate of Merger as mutually agreed by Parent and the Stockholder Representative (such date and time hereinafter referred to as the “First Effective Time”). Immediately following the First Effective Time, the First Surviving Company and Merger Sub II shall cause a certificate of merger in customary form as reasonably agreed by the Parties (the “Second Certificate of Merger”), to be filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL. The Second Merger shall become effective at the time the Second Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such later time as may be specified in the Second Certificate of Merger as mutually agreed by Parent and the Stockholder Representative (such date and time hereinafter referred to as the “Second Effective Time”).

The Mergers. (a) Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement (i) accordance with the MGCL and the DLLCA, at the Sorin Merger Effective Time, Sorin the Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyMerger Sub, whereupon the separate existence of Sorin the Company shall cease, and Holdco Merger Sub shall continue under the name “Stripe Sub, LLC” as the surviving company entity in the Sorin Merger (the “Sorin Surviving Entity”) and shall be governed by the laws of the State of Delaware. The Merger Surviving Company”)shall have the effects specified in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (iib) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Cyberonics Partnership Merger Effective Time, OP Merger Sub shall be merged with and into Cyberonics in accordance with the DGCLCompany Operating Partnership, whereupon the separate existence of OP Merger Sub shall cease, and Cyberonics the Company Operating Partnership shall continue as the surviving corporation entity in the Cyberonics Partnership Merger (the “Cyberonics Merger Surviving CorporationPartnership”)) and shall be governed by the laws of the State of Delaware. The Sorin Partnership Merger shall have the effects prescribed by specified in the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations DRULPA and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) . Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at from and after the Sorin Partnership Merger Effective Time, the Surviving Partnership shall possess all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco the Company Operating Partnership and Sorin shall vest in Holdco as the Sorin OP Merger Surviving CompanySub, and all debtsof the claims, obligations, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations debts and duties of the Sorin Merger Surviving Company, Company Operating Partnership and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and OP Merger Sub shall become the debtsclaims, obligations, liabilities, obligations debts and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving CompanyPartnership.

The Mergers. (a) Upon At the Redomestication Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement (i) at the Sorin Merger Effective Time, Sorin shall be merged with and into Holdco in accordance with the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations Corporate Law, Noble will merge with and into the Company, the separate existence of Noble will cease, and the Italian Company will continue as the surviving entity of the Redomestication Merger. At the Redomestication Effective Time, the effect of the Redomestication Merger Regulations and shall be as provided in this Agreement, the Plan of Merger between the Company and Noble, the Cyberonics Redomestication Merger shall have the effects prescribed by Certificate, and the applicable provisions of the DGCL and this Agreement. (b) Corporate Law. Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at the Sorin Merger Redomestication Effective Time, all the property, rights, privileges, immunitiespowers, powers and franchises of Holdco and Sorin Noble shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin Noble shall become the debts, liabilities, obligations and duties of the Sorin Merger Surviving Company, and each Noble Ordinary Share shall be cancelled. (iib) at At the Cyberonics Transaction Effective Time (which shall occur immediately after the Redomestication Effective Time) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Corporate Law, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Company after the Transaction Merger and as a wholly owned subsidiary of Parent. At the Transaction Effective Time, the effect of the Transaction Merger shall be as provided in this Agreement, the Transaction Merger Certificate, and the applicable provisions of the Corporate Law. Without limiting the generality of the foregoing, and subject thereto, at the Transaction Effective Time all the property, rights, privileges, immunities, powers and franchises of Cyberonics each of the Company and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving CorporationCompany, and all debts, liabilities, obligations liabilities and duties of Cyberonics each of the Company and Merger Sub shall become the debts, liabilities, obligations liabilities and duties of Surviving Company, and each share of capital stock of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation Company shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Companyconverted as described in Section 1.5 hereof.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL and the LLCA, (i) at the Sorin Merger Effective Time, Sorin Merger Sub I shall be merged with and into Holdco in accordance with the Laws Company and, as a result of England and Wales and Italythe First Merger, whereupon the separate corporate existence of Sorin Merger Sub I shall cease, and Holdco the Company shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Intermediate Surviving Company”), and Corporation; and (ii) at promptly thereafter, the Cyberonics Merger Effective Time, Merger Sub Intermediate Surviving Corporation shall be merged with and into Cyberonics in accordance with Merger Sub II and, as a result of the DGCLSecond Merger, whereupon the separate corporate existence of Merger Sub the Intermediate Surviving Corporation shall cease, and Cyberonics Merger Sub II shall continue as the surviving corporation in the Cyberonics Merger (the Surviving Company and shall be renamed “Cyberonics Merger Surviving CorporationSpectrum Group International, LLC”). The Sorin Merger Mergers shall each have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by set forth in the applicable provisions of the DGCL and this Agreement. (b) LLCA. Without limiting the generality of the foregoing and subject theretoforegoing, (iI) at the Sorin Merger Effective Time, upon consummation of the First Merger, all of the property, rights, privileges, immunities, powers and franchises of Holdco the Company and Sorin Merger Sub I shall vest in Holdco as the Sorin Merger Intermediate Surviving CompanyCorporation, and all of the debts, liabilities, obligations liabilities and duties of Holdco the Company and Sorin Merger Sub I shall become the debts, liabilities, obligations liabilities and duties of the Sorin Merger Intermediate Surviving Company, Corporation; and (iiII) at promptly thereafter, upon consummation of the Cyberonics Merger Effective TimeSecond Merger, all of the property, rights, privileges, immunities, powers and franchises of Cyberonics the Intermediate Surviving Corporation and Merger Sub II shall vest in Cyberonics as the Cyberonics Merger Surviving CorporationCompany, and all of the debts, liabilities, obligations liabilities and duties of Cyberonics the Intermediate Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations liabilities and duties of the Cyberonics Surviving Company. (i) At the Effective Time, upon consummation of the First Merger, the certificate of incorporation of the Intermediate Surviving Corporation will, by virtue of the First Merger, be amended and restated so as to read in its entirety in the form set forth as Exhibit A1 hereto. The bylaws of Merger Sub I in effect immediately prior to the Effective Time shall be the bylaws of the Intermediate Surviving Corporation. After . (ii) Promptly following the MergersEffective Time, upon consummation of the Second Merger, the Cyberonics certificate of formation of the Surviving Company will, by virtue of the Second Merger, be amended and restated so as to read in its entirety in the form set forth as Exhibit A2 hereto, until thereafter amended as provided therein or by applicable Law. The LLC operating agreement of Merger Sub II in effect immediately prior to the consummation of the Second Merger shall be the LLC operating agreement of the Surviving Company (except that the name of the Surviving Company shall be “Spectrum Group International LLC”), until thereafter amended as provided therein or by applicable Law. (c) The directors of the Company immediately prior to the Effective Time, upon consummation of the First Merger, shall be the directors of the Intermediate Surviving Corporation, and thereafter, upon consummation of the Second Merger, shall be the managers of the Surviving Company, each to hold office in accordance with the certificate of formation and LLC operating agreement of the Surviving Company until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of formation and LLC operating agreement of the Surviving Company. (d) The officers of the Company immediately prior to the Effective Time, upon consummation of the First Merger, shall be the sole officers of the Intermediate Surviving Corporation, and thereafter, upon consummation of the Second Merger, shall be sole officers of the Surviving Company, each to hold the same office with the Surviving Company as such officer held with the Intermediate Surviving Corporation immediately prior to the time of the Second Merger in accordance with the certificate of formation and LLC operating agreement of the Surviving Company until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of formation and LLC operating agreement of the Surviving Company. (i) If at any time after the Effective Time and the consummation of the First Merger, the Intermediate Surviving Corporation determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Intermediate Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub I acquired or to be acquired by the Intermediate Surviving Corporation as a result of, or in connection with, the First Merger or otherwise to carry out this Agreement, then the officers and directors of the Intermediate Surviving Corporation shall be a wholly owned subsidiary authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub I, as applicable, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Intermediate Surviving Corporation or otherwise to carry out this Agreement. (whether directly or indirectly through a wholly owned subsidiary or subsidiariesii) If at any time after the consummation of the Sorin Second Merger, the Surviving Company determines, in its sole discretion, or is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Intermediate Surviving Corporation or Merger Sub II acquired or to be acquired by the Surviving CompanyCompany as a result of, or in connection with, the Second Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Company shall be authorized to execute and deliver, in the name and on behalf of either the Intermediate Surviving Corporation or Merger Sub II, as applicable, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Company or otherwise to carry out this Agreement.

The Mergers. (a) Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement (i) accordance with the MGCL and the DLLCA, at the Sorin Merger Effective Time, Sorin the Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyMerger Sub, whereupon the separate existence of Sorin the Company shall cease, and Holdco Merger Sub shall continue under the name “Thunder Acquisition, LLC” as the surviving company entity in the Sorin Merger (the “Sorin Surviving Entity”) and shall be governed by the laws of the State of Delaware. The Merger Surviving Company”)shall have the effects specified in the MGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (iib) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Cyberonics Partnership Merger Effective Time, Merger Sub the Company Operating Partnership shall be merged with and into Cyberonics in accordance with the DGCLParent Operating Partnership, whereupon the separate existence of Merger Sub the Company Operating Partnership shall cease, and Cyberonics the Parent Operating Partnership shall continue under the name “ARC Properties Operating Partnership, L.P.” as the surviving corporation entity in the Cyberonics Partnership Merger (the “Cyberonics Merger Surviving CorporationPartnership”)) and shall be governed by the laws of the State of Delaware. The Sorin Partnership Merger shall have the effects prescribed by specified in the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations DRULPA and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) . Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at from and after the Sorin Partnership Merger Effective Time, the Surviving Partnership shall possess all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco and Sorin shall vest in Holdco as the Sorin Merger Surviving CompanyCompany Operating Partnership, and all debtsof the claims, obligations, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations debts and duties of the Sorin Merger Surviving CompanyCompany Operating Partnership shall become the claims, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debtsobligations, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations debts and duties of the Cyberonics Merger Surviving Corporation. After Partnership (including the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) obligations of the Sorin Merger Surviving CompanyCompany Operating Partnership under the Company Partnership Agreement).

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement (i) at the Sorin applicable Blocker Merger Effective Time, Sorin shall the effect of such Blocker Merger will be merged with and into Holdco as provided in accordance with this Agreement, the Laws of England and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon the separate existence applicable Blocker Certificate of Merger Sub shall cease, and Cyberonics shall continue as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”). The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at the Sorin applicable Blocker Merger Effective Time, all the property, rights, privileges, immunitiesagreements, powers and franchises of Holdco and Sorin shall vest in Holdco as the Sorin Merger Surviving Companyfranchises, and all debts, liabilitiesLiabilities, duties and obligations and duties of Holdco and Sorin the applicable CSC Blocker shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of Trebia, which shall include the assumption by Trebia of any and all agreements, covenants, duties and obligations of the Sorin respective CSC Blocker set forth in this Agreement to be performed after such effective time. (b) At the Protected Effective Time, the effect of the Protected Merger Surviving Companywill be as provided in this Agreement, the Protected Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and (ii) subject thereto, at the Cyberonics Merger Protected Effective Time, all the property, rights, privileges, immunitiesagreements, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporationfranchises, and all debts, liabilitiesLiabilities, duties and obligations and duties of Cyberonics and Trebia Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations and duties of the Cyberonics Protected Surviving Entity, which shall include the assumption by the Protected Surviving Entity of any and all agreements, covenants, duties and obligations of Trebia Merger Surviving Corporation. After Sub set forth in this Agreement to be performed after the MergersProtected Effective Time. (c) At the Trebia LLC Effective Time, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) effect of the Sorin LLC Merger will be as provided in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Trebia LLC Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Protected Surviving CompanyEntity shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Protected Holding LLC, which shall include the assumption by Protected Holding LLC of any and all agreements, covenants, duties and obligations of the Protected Surviving Entity set forth in this Agreement to be performed after the Trebia LLC Effective Time. (d) At the F▇▇▇▇-LLC Effective Time, the effect of the F▇▇▇▇-LLC Merger will be as provided in this Agreement, the F▇▇▇▇-LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the F▇▇▇▇-LLC Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of T▇▇▇▇▇ ▇▇▇▇▇ LLC shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Protected Holding LLC, which shall include the assumption by Protected Holding LLC of any and all agreements, covenants, duties and obligations of T▇▇▇▇▇ ▇▇▇▇▇ LLC set forth in this Agreement to be performed after the F▇▇▇▇-LLC Effective Time. (e) At the LLC-Midco Effective Time, the effect of the LLC-Midco Merger will be as provided in this Agreement, the LLC-Midco Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC-Midco Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of S1 Midco shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Protected Holding LLC, which shall include the assumption by Protected Holding LLC of any and all agreements, covenants, duties and obligations of S1 Midco set forth in this Agreement to be performed after the LLC-Midco Effective Time.

The Mergers. (a) Upon Subject to the terms and subject to conditions of this Agreement, and in accordance with the conditions set forth in this Agreement Maryland REIT Law and the Maryland Limited Liability Company Act (i) the “LLC Act”), at the Sorin Operating Trust Merger Effective Time, Sorin the Operating Trust and the Operating Trust MergerSub shall consummate the Operating Trust Merger pursuant to which (i) the Operating Trust MergerSub shall be merged with and into Holdco the Operating Trust and the separate existence of the Operating Trust MergerSub shall thereupon cease and (ii) the Operating Trust shall be the surviving entity in the Operating Trust Merger. The Operating Trust Merger shall have the effects specified in the Maryland REIT Law and the LLC Act. (b) Subject to the terms and conditions of this Agreement, and in accordance with the Laws of England Maryland REIT Law and Wales and Italy, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger Maryland Revised Uniform Partnership Act (the “Sorin Merger Surviving CompanyMD RUPA”), and (ii) at the Cyberonics Company Merger Effective Time, MergerCo and the Company shall consummate the Company Merger Sub pursuant to which (i) the Company shall be merged with and into Cyberonics in accordance with the DGCL, whereupon MergerCo and the separate existence of Merger Sub the Company shall cease, thereupon cease and Cyberonics (ii) MergerCo shall continue as be the surviving corporation entity in the Cyberonics Company Merger (the “Cyberonics Merger Surviving CorporationEntity”). The Sorin Company Merger shall have the effects prescribed by specified in the applicable provisions of the UK Merger Regulations Maryland REIT Law and the Italian Merger Regulations MD RUPA. Accordingly, from and this Agreement, and after the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) Without limiting the generality of the foregoing and subject thereto, (i) at the Sorin Company Merger Effective Time, MergerCo shall have all the propertyproperties, rights, privileges, immunities, purposes and powers and franchises of Holdco and Sorin shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations duties and duties of Holdco and Sorin shall become the debts, liabilities, obligations and duties liabilities of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) and in accordance with the applicable provisions of the LLCA, at the Sorin Merger Intermediate Effective Time, Sorin Intermediate Merger Sub shall be merged with and into Holdco the Company and the separate existence of Intermediate Merger Sub shall thereupon cease. The Intermediate Merger shall have the effects specified in this Agreement and the LLCA. Without limiting the generality of the foregoing, and subject thereto, at the Intermediate Effective Time, all of the property, rights, privileges and powers of the Company and Intermediate Merger Sub shall vest in the Intermediate Company, and all debts, liabilities and duties of the Company and Intermediate Merger Sub shall become the debts, liabilities and duties of the Intermediate Company, all as provided under the LLCA. (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Laws applicable provisions of England and Wales and Italythe LLCA, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon Intermediate Company and the separate existence of Merger Sub shall thereupon cease. The Intermediate Company shall be the surviving company in the Merger (such surviving company, the “Surviving Company”) and Cyberonics shall continue its existence under the LLCA as the surviving corporation in the Cyberonics Merger (the “Cyberonics Merger Surviving Corporation”)a direct wholly-owned subsidiary of Parent. The Sorin Merger shall have the effects prescribed by the applicable provisions of the UK Merger Regulations specified in this Agreement and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) LLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at the Sorin Merger Effective Time, all of the property, rights, privileges, immunities, privileges and powers of the Intermediate Company and franchises of Holdco and Sorin Merger Sub shall vest in Holdco as the Sorin Merger Surviving Company, and all debts, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations liabilities and duties of the Sorin Merger Surviving Company, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debts, liabilities, obligations and duties of Cyberonics Intermediate Company and Merger Sub shall become the debts, liabilities, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company, all as provided under the LLCA.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement (i) at the Sorin Merger Effective TimeAgreement, Sorin shall be merged with and into Holdco in accordance with the Laws DLLCA, following the consummation of England the Vested Units Exchanges and Wales and Italyin connection with the consummation of the Rollover, whereupon the separate existence of Sorin shall cease, and Holdco shall continue as the surviving company in the Sorin Merger (the “Sorin Merger Surviving Company”), and (ii) at the Cyberonics Merger Effective Time, LLC Merger Sub shall be merged with and into Cyberonics in accordance with the DGCL, whereupon Focus LLC and the separate limited liability company existence of LLC Merger Sub shall thereupon cease, and Cyberonics . Focus LLC shall continue as the surviving corporation in company of the Cyberonics LLC Merger (sometimes hereinafter referred to as the “Cyberonics Merger Surviving CorporationLLC”). The Sorin From and after the LLC Merger shall Effective Time, the LLC Merger will have the effects prescribed by as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) DLLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, at the LLC Merger Effective Time all (i) at the Sorin Merger Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Holdco Focus LLC and Sorin shall LLC Merger Sub will vest in Holdco as the Sorin Merger Surviving Company, LLC; and all (ii) debts, liabilities, obligations liabilities and duties of Holdco Focus LLC and Sorin shall LLC Merger Sub will become the debts, liabilities, obligations liabilities and duties of the Sorin Merger Surviving CompanyLLC. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, immediately following the LLC Merger, Company Merger Sub shall be merged with and into the Company and the separate corporate existence of Company Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation of the Company Merger (ii) at sometimes hereinafter referred to as the Cyberonics “Surviving Corporation”). From and after the Company Merger Effective Time, the Company Merger will have the effects as set forth in this Agreement, the Company Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time all (i) of the property, rights, privileges, immunities, powers and franchises of Cyberonics the Company and Company Merger Sub shall will vest in Cyberonics as the Cyberonics Merger Surviving Corporation, ; and all (ii) debts, liabilities, obligations liabilities and duties of Cyberonics the Company and Company Merger Sub shall will become the debts, liabilities, obligations liabilities and duties of the Cyberonics Merger Surviving Corporation. After the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) of the Sorin Merger Surviving Company.

The Mergers. (a) Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement (i) accordance with the MGCL and the MLLCA, at the Sorin Merger Effective Time, Sorin the Company shall be merged with and into Holdco in accordance with the Laws of England and Wales and ItalyMerger Sub, whereupon the separate existence of Sorin the Company shall cease, and Holdco Merger Sub shall continue under the name “Mayflower Acquisition LLC” as the surviving company entity in the Sorin Merger (the “Sorin Surviving Entity”) and shall be governed by the laws of the State of Maryland. The Merger Surviving Company”)shall have the effects set forth in the applicable provisions of the MGCL, the MLLCA and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity. (iib) Upon the terms and subject to the conditions of this Agreement, and in accordance with the DRULPA, at the Cyberonics Partnership Merger Effective Time, Merger Sub the Company Operating Partnership shall be merged with and into Cyberonics in accordance with the DGCLParent Operating Partnership, whereupon the separate existence of Merger Sub the Company Operating Partnership shall cease, and Cyberonics the Parent Operating Partnership shall continue under the name “Global Net Lease Operating Partnership, L.P.” as the surviving corporation entity in the Cyberonics Partnership Merger (the “Cyberonics Merger Surviving CorporationPartnership”)) and shall be governed by the laws of the State of Delaware. The Sorin Partnership Merger shall have the effects prescribed by set forth in the applicable provisions of the UK Merger Regulations and the Italian Merger Regulations DRULPA and this Agreement, and the Cyberonics Merger shall have the effects prescribed by the applicable provisions of the DGCL and this Agreement. (b) . Without limiting the generality of the foregoing foregoing, and subject thereto, (i) at from and after the Sorin Partnership Merger Effective Time, the Surviving Partnership shall possess all the propertyproperties, rights, privileges, immunities, powers and franchises of Holdco the Company Operating Partnership and Sorin shall vest in Holdco as the Sorin Merger Surviving CompanyParent Operating Partnership, and all debtsof the claims, obligations, liabilities, obligations and duties of Holdco and Sorin shall become the debts, liabilities, obligations debts and duties of the Sorin Merger Surviving CompanyCompany Operating Partnership and the Parent Operating Partnership shall become the claims, and (ii) at the Cyberonics Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Cyberonics and Merger Sub shall vest in Cyberonics as the Cyberonics Merger Surviving Corporation, and all debtsobligations, liabilities, obligations and duties of Cyberonics and Merger Sub shall become the debts, liabilities, obligations debts and duties of the Cyberonics Merger Surviving Corporation. After Partnership (including the Mergers, the Cyberonics Merger Surviving Corporation shall be a wholly owned subsidiary (whether directly or indirectly through a wholly owned subsidiary or subsidiaries) obligations of the Sorin Merger Surviving CompanyCompany Operating Partnership under the Company Partnership Agreement).