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.
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 1st, 2015 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SHAREHOLDER SUPPORT AGREEMENT (the “Agreement”) is made and entered into on September 1, 2015 (the “Agreement Date”), by and among (i) HW GLOBAL, INC., a Delaware corporation (“Holdco”), (ii) the Securityholder (as defined hereafter) of Valtech Cardio, Ltd., a private company incorporated under the laws of Israel (the “Company”), listed on Exhibit A attached hereto (the “Shareholder”), and (iii) VALOR SHAREHOLDER REPRESENTATIVE, LLC, a Delaware limited liability company, acting solely in its capacity as the “Shareholder Representative” appointed in Section 3.3 hereof.
