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).
AGREEMENT AND PLAN OF MERGER by and among HEARTWARE INTERNATIONAL, INC., CHRONOS MERGER SUB INC., CIRCULITE, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholder Representative Dated as of December 1, 2013Agreement and Plan of Merger • December 2nd, 2013 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 1, 2013 by and among HeartWare International, Inc., a Delaware corporation (“Parent”), Chronos Merger Sub Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Merger Sub”), CircuLite, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, as the representative of the Company Securityholders (the “Securityholder Representative”).
