Agent will receive reasonable and customary compensation for its services and be reimbursed for certain reasonable out-of-pocket expenses. Parent will indemnify the Information Agent and the
Company will indemnify the Tender Agent, each against certain liabilities and expenses in connection therewith, including certain liabilities under the U.S. federal securities laws.
Except as set forth above, the Company has not, directly or indirectly, employed, retained or compensated any person to make solicitations or
recommendations in connection with the Fundamental Change Repurchase Right. Brokers, dealers, commercial banks, trust companies and other nominees will be reimbursed by us upon request for customary mailing and handling expenses incurred by
them in forwarding material to their customers.
In the event of any conflict between this Notice, on the one hand, and the terms of the applicable Indenture, the applicable Notes or any
applicable laws, on the other hand, the terms of the applicable Indenture, the applicable Notes or applicable laws, as the case may be, will control.
None of the Company, Medtronic or Parent or any of their respective affiliates, or any of its or their respective boards of directors,
employees, advisors or representatives, or Wilmington Trust, National Association, in its role as the Trustee, the Tender Agent, the Paying Agent and the Conversion Agent, is making any representation or recommendation to any Holder as to whether to
surrender or refrain from surrendering Notes for repurchase, or to exercise the conversion rights (if at all), pursuant to this Notice. Each Holder must make such Holders own decision as to whether or not to surrender Notes for repurchase
or to exercise the conversion rights and, if you choose to exercise either of these rights, the amount of Notes to surrender or convert, based on such Holders assessment of the current market value of the Notes and other relevant factors.
|August 26, 2016
||HEARTWARE INTERNATIONAL, INC.|