HEARTWARE INTERNATIONAL, INC. 1,500,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • March 18th, 2013 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • New York
HeartWare International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 225,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
RECITALSEmployment Agreement • April 30th, 2007 • HeartWare LTD • Florida
RECITALSEmployment Agreement • April 30th, 2007 • HeartWare LTD • Florida
Exhibit 10.06 SUBLEASE AGREEMENT This SUBLEASE AGREEMENT ("Sublease") is made as of JUNE 1, 2006 by and between Starkey Laboratories, Inc., a Minnesota corporation, having its principal office at 6600 Washington Ave. South, Eden Prairie, Minnesota...Sublease Agreement • April 30th, 2007 • HeartWare LTD • Florida
RECITALSEmployment Agreement • April 30th, 2007 • HeartWare LTD • Florida
HEARTWARE LIMITED, ACN 111 970 257 (as the Buyer) andSecurities Exchange Agreement • April 30th, 2007 • HeartWare LTD • Delaware
Exhibit 10.31 HEARTWARE LIMITED DAVID MCINTYRE EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • April 30th, 2007 • HeartWare LTD
Exhibit 10.05 SECOND LEASE EXTENSION We, the undersigned, hereby agree to renew and extend that lease (Lease) between Sunbeam Properties, Inc. (Lessor) and Heartware, Inc. f/k/a Perpetual Medical, Inc and successor to Kritan Medical, Inc. (Lessee) on...Lease Extension • April 30th, 2007 • HeartWare LTD
We, the undersigned, hereby agree to renew and extend that lease (Lease) between Sunbeam Properties, Inc. (Lessor) and Heartware, Inc. f/k/a Perpetual Medical, Inc and successor to Kritan Medical, Inc. (Lessee) on property located at 3351 Executive Way, Miramar, Broward County, Florida 33025, Florida, for an additional three years, commencing May 1, 2005 and ending on April 30, 2008. The monthly rent is to be as follows:
RECITALSEmployment Agreement • April 30th, 2007 • HeartWare LTD • New York
Exhibit 10.23 MINNETRONIX, INC.-HEARTWARE, INC., SERVICING AGREEMENTServicing Agreement • April 30th, 2007 • HeartWare LTD
Exhibit 10.17 4 SEPTEMBER 2006 HEARTWARE LIMITED STUART MCCONCHIE DEED OF RELEASE DATE 4 SEPTEMBER 2006 PARTIES HeartWare United (ACN 111 970 256) of Level 46, 2 Park Street, Sydney in the State of New South Wales (COMPANY); and Stuart McConchie of...Deed of Release • April 30th, 2007 • HeartWare LTD • New South Wales
MINNETRONIXProduction Services Agreement • July 13th, 2007 • HeartWare LTD • Surgical & medical instruments & apparatus • Delaware
David R. Hathaway, MD Dear David:Employment Agreement • February 26th, 2009 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Massachusetts
In light of the fact that changes need to be made to your existing employment letter agreement in order to ensure compliance with Section 409A of the Internal Revenue Code of 1986, and to update the terms of your employment to reflect HeartWare, Inc.’s (the “Company”) current employment practices, we set forth below the terms and conditions of your continuing employment with us:
VOTING AGREEMENTVoting Agreement • April 5th, 2012 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (this “Agreement”) is entered into as of March 29, 2012 among HeartWare International, Inc., a Delaware corporation (“Parent”), Ocean Acquisition Holding Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and the person listed as a stockholder of World Heart Corporation, a Delaware corporation (the “Company”) on the signature page hereto (the “Stockholder”).
Confidential (HEARTWARE LOGO) CLINICAL INVESTIGATION AGREEMENT THIS CLINICAL INVESTIGATION AGREEMENT (this "Agreement") made and effective as of this 17th day of February, 2006 (the "Effective Date"), is by and between Heartware, Inc., a Delaware...Clinical Investigation Agreement • April 30th, 2007 • HeartWare LTD • Florida
HEARTWARE INTERNATIONAL, INC. Underwriting AgreementUnderwriting Agreement • December 15th, 2010 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • New York
HeartWare International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $125 million principal amount of its 3.50% Convertible Senior Notes due 2017 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $18.75 million principal amount of its 3.50% Convertible Senior Notes due 2017 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 3.50% Convertible Senior Notes due 2017 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) or a combination thereof at t
RETENTION BONUS AGREEMENTRetention Bonus Agreement • March 6th, 2009 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Florida
This agreement is dated February 12, 2009, and is between HEARTWARE, INC., a Delaware corporation (the “Company,” “us,” “we,” or “our”), and Jeffrey La Rose (“you” or “your”).
28,000,000 LOAN AGREEMENT dated as of February 12, 2009 among HEARTWARE INTERNATIONAL, INC. as Borrower and ALL OF THE SUBSIDIARIES OF HEARTWARE INTERNATIONAL, INC. as Guarantors and THORATEC CORPORATION as LenderLoan Agreement • February 13th, 2009 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • New York
This LOAN AGREEMENT is dated as of February 12, 2009 (this “Agreement”), among HEARTWARE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the GUARANTORS (as defined herein) from time to time party hereto and THORATEC CORPORATION, a California corporation (the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2013 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of December 1, 2013 (as it may be amended from time to time, this “Agreement”), among HeartWare International, Inc., a Delaware corporation (“Parent”), each of the stockholders of CircuLite, Inc., a Delaware corporation (the “Company”), executing and delivering a signature page hereto (each, together with any subsequent holder of Registrable Securities that becomes a party hereto in accordance with the terms hereof, a “Holder” and collectively, the “Holders”) and Shareholder Representative Services LLC, a Colorado limited liability company (the “Securityholder Representative”), as representative of the Holders and the other Company Securityholders. Capitalized terms used in this Agreement are defined in Article 1 of this Agreement. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).
ContractBusiness Combination Agreement • September 1st, 2015 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
INVESTOR’S RIGHTS AGREEMENT between THORATEC CORPORATION and HEARTWARE INTERNATIONAL, INC. Dated as of February 12, 2009Investor's Rights Agreement • February 13th, 2009 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • New York
INVESTOR’S RIGHTS AGREEMENT, dated as of February 12, 2009 (this “Agreement”), by and among HEARTWARE INTERNATIONAL, INC., a Delaware corporation (the “Company”), and THORATEC CORPORATION, a California corporation (the “Investor”).
SUPPORT AGREEMENTSupport Agreement • February 13th, 2009 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
This SUPPORT AGREEMENT (the “Agreement”), dated as of February 12, 2009, is entered into by and between the undersigned stockholder (“Stockholder”) of HeartWare International, Inc., a Delaware corporation (the “Company”), and Thoratec Corporation, a California corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG THORATEC CORPORATION, THOMAS MERGER SUB I, INC., THOMAS MERGER SUB II, INC., and HEARTWARE INTERNATIONAL, INC. Dated as of FEBRUARY 12, 2009Merger Agreement • February 13th, 2009 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) dated as of February 12, 2009 among HeartWare International, Inc., a Delaware corporation (the “Company”), Thoratec Corporation, a California corporation (“Parent”), Thomas Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Thomas Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Subsidiary Two”). Each of the Company, Parent, Merger Subsidiary and Merger Subsidiary Two are referred to herein as a “Party” and together as the “Parties.”
Lease Agreement MIAMI LAKES BUSINESS PARK — EASTLease Agreement • April 18th, 2008 • HeartWare LTD • Surgical & medical instruments & apparatus • Florida
THIS LEASE AGREEMENT made and entered into this 17th day of April, 2008 by and between JDRP ASSOCIATES NO. 1, LTD. a Florida limited partnership (“Lessor”) having a mailing address c/o Peter Lawrence Commercial Real Estate, Inc., (“Agent”) 7100 NW 12th Street, Suite 105, Miami, Florida 33126, and HEARTWARE, INC., a Delaware corporation (“Lessee”) having an address at 3351 Executive Way, Miramar, Florida 33025.
HEARTWARE INTERNATIONAL, INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 to Indenture Dated as of December 15, 2010Third Supplemental Indenture • August 23rd, 2016 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 23, 2016, between HeartWare International, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”), as trustee under the Indenture dated as of December 15, 2010, between the Company and the Trustee (the “Original Indenture”; the Original Indenture as amended and supplemented from time to time and as further amended and supplemented by this Supplemental Indenture, the “Indenture”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • March 6th, 2009 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Florida
This agreement is dated February 12, 2009, and is between HEARTWARE, INC., a Delaware corporation (the “Company,” “us,” “we,” or “our”), and Douglas Godshall (“you” or “your”).
COOPERATION AGREEMENTCooperation Agreement • January 28th, 2016 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of January 28, 2016, by and among HeartWare International, Inc. (the “Company”), Engaged Capital LLC (“Engaged”) and each of the other related Persons (as defined below) set forth on the signature pages hereto (collectively with Engaged, the “Engaged Group”). The Engaged Group and each of their Affiliates (as defined below) and Associates (as defined below) are collectively referred to as the “Investors.” The Company and the Investors are referred to herein as the “Parties.”
June 26, 2016Employment Agreement • June 27th, 2016 • HeartWare International, Inc. • Surgical & medical instruments & apparatus
Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated September 23, 2013, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.
Exhibit 10.03 KRITON MEDICAL, INC. MIRAMAR PARK OF COMMERCE BUSINESS LEASE THIS LEASE, entered as of the 1st day of March, 2001, between Sunbeam Properties, Inc., hereinafter called the Lessor, party of the first part, and Kriton Medical, Inc., a...Business Lease • April 30th, 2007 • HeartWare LTD
SEPARATION AGREEMENTSeparation Agreement • December 17th, 2007 • HeartWare LTD • Surgical & medical instruments & apparatus • California
Separation Agreement, dated September 12, 2007, between Jane Reedy (“Employee”), HeartWare, Inc., a Delaware corporation (the “Company”), and, as to Sections 2, 6, 7, and 9 only, HeartWare Limited, an Australian corporation (the “Parent”).
AGREEMENT AND PLAN OF MERGER AMONG MEDTRONIC, INC., MEDTRONIC ACQUISITION CORP. AND HEARTWARE INTERNATIONAL, INC. Dated as of June 27, 2016Merger Agreement • June 27th, 2016 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 27, 2016 (the “Agreement Date”), is among Medtronic, Inc. (“Parent”), a Minnesota corporation, Medtronic Acquisition Corp. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Parent, and HeartWare International, Inc. (the “Company”), a Delaware corporation.
Exhibit 10.24 SUSTAINING SERVICES AND CLINICAL SUPPORT AGREEMENT BETWEEN MINNETRONIX, INC. AND HEARTWARE, INC. 1. OVERVIEW This Sustaining Services and Clinical Support Agreement effective as of August 17, 2006 (this "Agreement") describes the terms...Sustaining Services and Clinical Support Agreement • April 30th, 2007 • HeartWare LTD
June 26, 2016Employment Agreement • June 27th, 2016 • HeartWare International, Inc. • Surgical & medical instruments & apparatus
Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated December 22, 2014, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.
ESCROW AGREEMENTEscrow Agreement • September 1st, 2015 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
This ESCROW AGREEMENT (this “Agreement”) is dated as of , by and among (i) HW Global, Inc., a Delaware corporation (“Parent”), (ii) Valor Shareholder Representative, LLC, a Delaware limited liability company, solely in its capacity as the Shareholder Representative (the “Shareholder Representative”), and (iii) U.S. Bank National Association, a national banking association (the “Escrow Agent”), as escrow agent. Parent and the Shareholder Representative are sometimes collectively referred to herein as the “Interested Parties,” and each individually is sometimes referred to herein as an “Interested Party.”
THIRD AMENDMENT TO LEASE ATLANTIC-PHILADELPHIA REALTY LLC, LANDLORD AND HEARTWARE, INC., TENANTLease • August 5th, 2011 • HeartWare International, Inc. • Surgical & medical instruments & apparatus
This, Third Amendment to Lease (this “Third Amendment”), dated June 30, 2011, is entered into by and between ATLANTIC-PHILADELPHIA REALTY LLC, c/o Atlantic Management Corporation, 205 Newbury Street, Framingham, MA 01701, hereinafter referred to as “Landlord” and HEARTWARE, INC., a Delaware corporation, hereinafter referred to as “Tenant”.
