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.”
THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT.HeartWare International, Inc. • September 1st, 2015 • Surgical & medical instruments & apparatus • Delaware
HW GLOBAL, INC., a Delaware corporation (the “Company”), for value received, hereby certifies that the recipient on the signature pages hereto or its successors or permitted assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on 2 (the “Expiration Date”), up to the number of shares of common stock of the Company, par value $.001 per share, (“Common Stock”) as set forth above, at a purchase price of US $83.73 per share; provided, however, that if the Net Sales Notice Date (as defined below) occurs within thirty (30) days prior to, or at any time after, the Expiration Date, then the Expiration Date shall be deemed to be automatically extended until the date that is thirty (30) days following the Net Sales Notice Date. The shares purchasable upon exercise of this Warrant, and the purchase price per share,
BUSINESS COMBINATION AGREEMENT by and among HEARTWARE INTERNATIONAL, INC., VALTECH CARDIO, LTD., HW GLOBAL, INC., VALOR MERGER SUB LTD., HW MERGER SUB, INC., and VALOR SHAREHOLDER REPRESENTATIVE, LLC, AS THE SHAREHOLDER REPRESENTATIVE Dated as of...Business Combination Agreement • September 1st, 2015 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of September 1, 2015 (the “Agreement Date”), by and among (i) HeartWare International, Inc., a Delaware corporation (“HW”), (ii) Valtech Cardio, Ltd., a private company incorporated under the laws of Israel (“Valor”), (iii) HW Global, Inc., a Delaware corporation and a direct wholly-owned subsidiary of HW (“Holdco”), (iv) HW Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“US Merger Sub”), (v) Valor Merger Sub Ltd., a private company incorporated under the laws of Israel and a direct wholly-owned subsidiary of Holdco (“ISR Merger Sub”), and (vi) Valor Shareholder Representative, LLC, a Delaware limited liability company, acting solely its capacity as the “Shareholder Representative” referred to herein. Capitalized terms used herein without definition shall have the respective meanings set forth in Exhibit A hereto.
STOCKHOLDERS VOTING AGREEMENT BY AND BETWEEN HW GLOBAL, INC. AND THE STOCKHOLDER LISTED ON THE SIGNATURE PAGES HERETO DATED AS OF SEPTEMBER 1, 2015Stockholders Voting Agreement • September 1st, 2015 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS STOCKHOLDERS VOTING AGREEMENT (this “Agreement”) is made as of September 1, 2015 by and among HW GLOBAL, INC., a Delaware corporation (the “Company”), and the Stockholder listed on the signature pages hereto (the “Stockholder”). The Company and the Stockholder are referred to herein each individually as a “Party” and collectively as the “Parties.”
