FORM OF EXCHANGE/SUBSCRIPTION AGREEMENT Exchange/Subscription AgreementHeartWare International, Inc. • May 7th, 2015 • Surgical & medical instruments & apparatus • New York
HeartWare International, Inc., a Delaware corporation (the “Company”), is offering the opportunity for (1) existing beneficial owners of (each an “Existing Investor”) the Company’s 3.50% Convertible Senior Notes due 2017, CUSIP: 422368AA8 and ISIN: US422368AA83 (the “Old Notes”) to exchange Old Notes (the “Exchange Offer”) for the Company’s 1.75% Convertible Senior Notes due 2021 (the “New Notes”) and the Company Payment Amount (as defined below) and (2) Existing Investors and other qualified new investors (each, a “New Investor”) to subscribe for and purchase from the Company additional New Notes for cash (the “New Note Offering”), in each case, pursuant and subject to the terms and conditions set forth in this Exchange/Subscription Agreement. As used herein, the term “Investor” refers to either an Existing Investor or a New Investor, as applicable.
