Common Contracts

STIPULATION AND AGREEMENT OF SETTLEMENT

November 12th, 2018

• Filed
  November 12th, 2018

This Stipulation and Agreement of Settlement, dated as of November 13, 2018 (the “Stipulation”) is entered into between (a) St. Paul Teachers’ Retirement Fund Association (“Lead Plaintiff”), on behalf of itself and the Class (defined below); and (b) defendants HeartWare International, Inc. (“HeartWare” or the “Company”) and Douglas E. Godshall (“Godshall” and, together with HeartWare, “Defendants”), and embodies the terms and conditions of the settlement of the above-captioned action (the “Action”). Subject to the approval of the Court and the terms and conditions expressly provided herein, this Stipulation is intended to fully, finally and forever compromise, settle, release, resolve, and dismiss with prejudice the Action and all Released Plaintiffs’ Claims (defined below) against Defendants.