SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

HeartWare Limited
Level 57, MLC Centre, 19-29 Martin Place
Sydney NSW 2000
Australia

Ladies & Gentlemen:

The undersigned (the “ Investor ”), hereby confirms its agreement with you as follows:

1. This Securities Purchase Agreement is made as of May 21, 2008 between HeartWare Limited, a company organized under the laws of the Commonwealth of Australia (the “ Company ”), and the Investor.

2. The Company will seek shareholder authorization for the sale and issuance of up to 72,500,000 ordinary shares in the capital of the Company (the “ Shares ”) to certain investors in a private placement (the “ Offering ”).

3. The Company and the Investor agree that, subject to the shareholder approval and the other conditions referred to in the Confidential U.S. Private Placement Memorandum, the Investor will purchase from the Company and the Company will issue and sell to the Investor  _____  Shares for a purchase price of AUD $0.50 per Share, or an aggregate purchase price of AUD $  _____  , pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by reference as if fully set forth herein (the “ Terms and Conditions ”). This Securities Purchase Agreement, together with the Terms and Conditions, may hereinafter be referred to as the “ Agreement .” Shares purchased outside the United States will be made pursuant to a form of Australian Subscription Agreement in accordance with the requirements of Australian corporate and securities laws. Unless otherwise requested by the Investor, the Shares purchased by the Investor will be registered in the Investor’s name and address as set forth below.

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

AGREED AND ACCEPTED :
HeartWare Limited				Investor:
By:				By:
		Name:				Name:
		Title:				Title:
				Address:
				Tax ID No.:
				Contact name:
				Telephone:
				Name in which shares should be registered (if different):

ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF SHARES

1.  Authorization and Sale of the Shares . Subject to these Terms and Conditions, the Company will seek shareholder authorization for the issue of up to 72,500,000 Shares.

2. Agreement to Sell and Purchase the Shares; Subscription Date .

2.1 At the Closing (as defined in Section 4), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares as set forth in Section 3 of the Securities Purchase Agreement to which these Terms and Conditions are attached at the purchase price set forth thereon.

2.2 The Company may enter into (i) the same form of Securities Purchase Agreement, including these Terms and Conditions, with certain other investors in the United States, and (ii) a form of subscription agreement in accordance with the requirements of Australian corporate and securities laws, with certain other investors outside the United States (collectively, the “ Other Investors ”) and expects to complete sales of Shares to them at the same time as the sale of Shares to US Investors. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “ Investors ,” and the Securities Purchase Agreement to which these Terms and Conditions are attached (the “ Agreement ”) (including attached Terms and Conditions) and the Australian form of subscription agreement, as applicable, executed by the Other Investors are hereinafter sometimes collectively referred to as the “ Agreements .” The Company may accept executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and concluding upon the date (the “ Subscription Date ”) on which the Company is no longer accepting additional Agreements from Investors for the purchase of Shares. The Company may not enter into any Agreements after the Subscription Date.

2.3 The obligations of each Investor under any Agreement are several and not joint with the obligations of any Other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Agreement. Nothing contained herein, and no action taken by any Investor hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, provided that such obligations or the transactions contemplated hereby may be modified, amended or waived in accordance with Section 9 below. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement (provided, that such rights may be modified, amended or waived in accordance with Section 9 below), and it shall not be necessary for any Other Investor to be joined as an additional party in any proceeding for such purpose.

3. Holding of subscription monies

3.1 The business day after the Subscription Date, the Company shall transfer the subscription monies into the escrow account established and operated in accordance with this clause 3 and the attached Escrow Agreement.

3.2 In the event that (a) the Conditions are satisfied on or before August 31, 2008, the Company shall direct the Escrow Agent to release the subscription monies to the Company promptly upon becoming aware that the Conditions have been satisfied; or (b) stockholder approval is not obtained at the General Meeting to be held on or around July 11, 2008 (or at any deferral of that meeting) or the Conditions are not satisfied on or before August 31, 2008, the Company shall direct the Escrow Agent to release the subscription monies to the Company for refund to Investors on the earlier of the business day after (i) the General Meeting (if the resolution approving the offering was not passed); or (ii) the Company becomes aware that the Conditions are not capable of being satisfied; or (iii) August 31, 2008.

3.3 Upon receipt of the subscription monies from the Escrow Agent in accordance with section 3.2(b), the Company shall promptly refund the subscription monies to the Investors.

3.4 Any interest which accrues on the Subscription Amounts while in the Escrow Account shall follow the principal amount and shall be paid to the Company or refunded to Investors (as the case may be) at the same time as payment of the corresponding principal.

4.  Delivery of the Shares at Closing . It is expected that the completion of the purchase and sale of the Shares (the “Closing”) shall occur electronically on or about July 11, 2008 (the “Closing Date”). At the Closing, the Company shall deliver to the Investor the number of Shares, in each case as is set forth in Section 3 of the Securities Purchase Agreement.

The Company shall not proceed with the sale of Shares hereunder unless it (a) has received the approval of the requisite number of Company shareholders for the offer and sale of the Shares under ASX Listing Rule 7.1; and (b) all other requirements of the ASX Listing Rules have been satisfied in relation to the offering. The Company’s obligation to issue the Shares to the Investor shall be subject to the following additional conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing.

The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (b) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with the Offering.

5.  Representations, Warranties and Covenants of the Company . The Company hereby represents and warrants to, and covenants with, the Investor, as follows:

5.1 Organization . The Company is a limited company duly organized and validly existing in good standing under the laws of Australia, and has the requisite power to own or lease its properties and to conduct its business as presently conducted. The Company is duly registered or qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it or the location of the properties owned or leased by it requires such registration or qualification and where the failure to be so registered or so qualified would have a material adverse effect upon the condition (financial or otherwise), earnings, business or business prospects, properties or operations of the Company taken as a whole (a “ Material Adverse Effect ”), and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority, registration or qualification.

5.2 Due Authorization and Valid Issuance . The Company has all requisite power and authority to execute, deliver and, subject to the approval referred to at clause 5.4 below, perform its obligations under each Agreement, and each Agreement has been duly authorized and validly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as rights to indemnity and contribution may be limited by applicable securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares being purchased by the Investor hereunder will, upon issuance and payment there for pursuant to the terms hereof and subject to the approval referred to at clause 5.4 below, be duly authorized, validly issued, fully-paid and non-assessable.

5.3 Non-Contravention . The execution and delivery of each Agreement, the issuance and sale of the Shares under each Agreement, the fulfillment of the terms of each Agreement and the consummation of the transactions contemplated thereby will not (A) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any bond, debenture, note or other evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company is a party or by which it or its properties are bound, (ii) the charter, articles of association, by-laws, constitution or other organizational documents of the Company, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company, or its properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults that are not reasonably likely to have a Material Adverse Effect, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the material property or assets of the Company is subject, except for such liens, encumbrances, claims, security interests or restrictions upon any of the properties or assets of the Company or accelerations of indebtedness that are not reasonably likely to have a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body or any other person is required for the execution and delivery of the Agreements, and the valid issuance and sale of the Shares to be sold pursuant to the Agreements, other than the stockholder approval referred to in section 4 or such as have been made or obtained, and except for any post-closing securities filings or notifications required to be made under applicable securities laws.

5.4 Capitalization . As of the date hereof, the capital of the Company is as set out in the “Summary of Terms and Conditions”. All of the Company’s shares have been duly and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The Shares to be sold pursuant to the Agreements, when they are issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and non-assessable. Without limiting the foregoing, no preemptive right, co-sale right, right of first refusal or other similar right exists with respect to the Shares or the issuance and sale thereof. Except as stated above, no further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. The issuance and sale of the Shares will not result in a right of any current holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. Except for options issued to officers, directors and employees of the Company under its employee benefit plans or as otherwise set forth in the ASX Documents (as defined in Section 5.5 hereof, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Subject to the filing of the notification with the ASX, the issuance and sale of the Shares under the Agreements do not contravene the rules and regulations of the ASX, and, in furtherance of the foregoing sentence, other than the approval of the stockholders which will be sought at or around July 11, 2008, no approval of the stockholders of the Company thereunder is required for the Company to issue and deliver to the Investor the maximum number of Shares contemplated by this Agreement.

5.5 Reporting Status. The Company has made or lodged all required disclosures with the Australian Securities and Investments Commission (the “ASIC”) and the Australian Securities Exchange Limited (“ASX”) (the “ASX Documents”). All of the Company’s continuous disclosures, periodic disclosures, and particular disclosures complied in all material respects with the ASX’s requirements as of their respective dates, and the information contained therein as of the date thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading.

The Company has filed all forms, documents and reports required to be filed prior to the date hereof by it with the Securities and Exchange Commission (the “Company SEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934 and the Securities Act of 1933, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

5.6 Legal Proceedings; Disagreements with Advisors . There is no material legal or governmental investigations, actions, suits or proceeding pending or, to the knowledge of the Company, threatened to which the Company is or may be a party or of which the business or property of the Company is subject that is not disclosed in the ASX Documents. There are no material disagreements presently existing, or reasonably anticipated by the Company to arise, between the accountants formerly or presently employed by the Company.

5.7 No Violations . The Company is not (i) in violation of its charter, bylaws, or other organizational document; (ii) in violation of any applicable law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company, which violation, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect; or (iii) in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which the Company is bound or by which the properties of the Company are bound, which would be reasonably likely to have a Material Adverse Effect.

5.8 Governmental Permits, Etc . The Company has all necessary franchises, licenses, certificates and other authorizations from any applicable government or governmental agency, department, or body that are currently necessary for the operation of the business of the Company as currently conducted and as described in the ASX Documents except where the failure to currently possess would not have a Material Adverse Effect.

5.9 Intellectual Property . Except as specifically disclosed in the ASX Documents (i) the Company owns or possesses sufficient rights to use all patents, patent rights, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (including trade secrets and other unpatented and/or unpatentable property or confidential information, systems, processes or procedures) (collectively, “ Intellectual Property ”) described or referred to in the ASX Documents as owned or possessed by them or that are necessary for the conduct of its business as now conducted as described in the ASX Documents except where the failure to currently own or possess would not have a Material Adverse Effect, (ii) to its knowledge, the Company is not infringing, and have not received any notice of any asserted infringement by the Company of any rights of a third party with respect to any Intellectual Property that, individually or in the aggregate, would have a Material Adverse Effect and (iii) the Company has not received any notice of, and has no knowledge of, infringement by a third party with respect to any Intellectual Property rights of the Company, individually or in the aggregate, would have a Material Adverse Effect.

5.10 Financial Statements; Obligations to Related Parties . (a) The financial statements of the Company and the related notes contained in the ASX Documents present fairly, in accordance with Australian International Financial Reporting Standards, the financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified consistent with the books and records of the Company except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments that are not expected to be material in amount. Such financial statements (including the related notes) have been prepared in accordance with Australian International Financial Reporting Standards applied on a consistent basis throughout the periods therein specified, except as may be disclosed in the notes to such financial statements and except as disclosed in the ASX Documents. The other financial information contained in the ASX Documents has been prepared on a basis consistent with the financial statements of the Company. As of their respective dates, the financial statements of the Company included in the ASX Documents complied as to form in all material respects with applicable accounting requirements and published rules and regulations of the ASX and/or ASIC with respect thereto.

(b) Except as set forth in any ASX Documents, there are no obligations of the Company to officers, directors, stockholders or employees of the Company or its subsidiaries other than (i) for payment of salary for services rendered and for bonus payments; (ii) reimbursements for reasonable expenses incurred on behalf of the Company; (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company); and (iv) obligations listed in the Company’s financial statements.

5.11 No Material Adverse Change . Except as disclosed in the ASX Documents, since December 31, 2007, there has not been (i) any material adverse change in the financial condition or earnings of the Company, (ii) any material adverse event affecting the Company, (iii) any obligation, direct or contingent, that is material to the Company, incurred by the Company, except obligations incurred in the ordinary course of business, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, or (v) any loss or damage (whether or not insured) to the physical property of the Company which has been sustained which has a Material Adverse Effect.

5.12 Disclosure . The representations and warranties of the Company contained in this Section 4 as of the date hereof and as of the Closing Date, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except with respect to the material terms and conditions of the transaction contemplated by the Agreements and the anticipated use of the proceeds therefrom, which shall be publicly disclosed by the Company pursuant to the ASX rules and regulations, the Company confirms that neither it nor any person acting on its behalf has provided the Investors with any information that the Company believes constitutes material, non-public information. Subject to section 6.6 below, the Company understands and confirms that the Investors will rely on the foregoing representations in effecting transactions in the securities of the Company.

5.13 Listing; Resale of Shares in Australia . The Company shall use reasonable commercial efforts to comply with all requirements of the ASX with respect to the issuance of the Shares and the listing of the Shares on the ASX. The Shares issued hereunder will be readily and immediately saleable on the