VOCERA COMMUNICATIONS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 12, 2021 0.50% Convertible Senior Notes due 2026Indenture • March 15th, 2021 • Vocera Communications, Inc. • Communications equipment, nec • New York
INDENTURE, dated as of March 12, 2021, between VOCERA COMMUNICATIONS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNITY AGREEMENTIndemnity Agreement • August 1st, 2011 • Vocera Communications, Inc. • Delaware
This Indemnity Agreement, dated as of , 20 is made by and between Vocera Communications, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
Vocera Communications, Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 4th, 2012 • Vocera Communications, Inc. • Communications equipment, nec • New York
Vocera Communications, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $0.0003 per share, of the Company, and certain stockholders of the Company named in Schedule 2 and Schedule 3 hereto (collectively, the “Selling Stockholders”) propose to sell, severally and not jointly, to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company, and the Selling Stockholders propose to sell, severally and not jointly, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Sh
AGREEMENT AND PLAN OF MERGER dated as of January 6, 2022, among STRYKER CORPORATION, VOICE MERGER SUB CORP. and VOCERA COMMUNICATIONS, INC.Agreement and Plan of Merger • January 6th, 2022 • Vocera Communications, Inc. • Communications equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER dated as of January 6, 2022 (this “Agreement”), among Stryker Corporation, a Michigan corporation (“Parent”), Voice Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and Vocera Communications, Inc., a Delaware corporation (the “Company”).
ContractVocera Communications, Inc. • August 1st, 2011
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OK RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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 ACT AND ANY APPLICABLE STATE SECURITIES LAWS; PROVIDED THAT NO OPINION SHALL BE REQUIRED IF SUCH RESALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR THE RESALE IS MADE IN COMPLIANCE WITH RULE 144 OR RULE 144A UNDER THE
ContractVocera Communications, Inc. • August 1st, 2011 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY RELEVANT STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR SUCH SHARES MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND SUCH LAWS, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
VOCERA COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 24th, 2012 • Vocera Communications, Inc. • Communications equipment, nec • California
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of January 30, 2009, by and between COMERICA BANK (“Bank”) and VOCERA COMMUNICATIONS, INC. (“Borrower”).
VOCERA COMMUNICATIONS, INC. AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 23, 2022First Supplemental Indenture • February 23rd, 2022 • Vocera Communications, Inc. • Communications equipment, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 23, 2022 (this “Supplemental Indenture”), among VOCERA COMMUNICATIONS, INC., a Delaware corporation (the “Company”), as issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as successor to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of March 12, 2021 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.
FORM OF VOCERA COMMUNICATIONS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 1st, 2011 • Vocera Communications, Inc. • California
This Stock Option Agreement (the “Agreement”) is made and entered into as of July 31, 2007 (the “Grant Date”), by and between Vocera Communications, Inc., a Delaware corporation (the “Company”), and [Name of Optionee]1 (“Optionee”).
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Original Equipment Manufacturer Agreement • August 1st, 2011 • Vocera Communications, Inc. • California
This Original Equipment Manufacturer Agreement (this “Agreement”) is entered into as of this 25th day of April, 2002 (the “Effective Date”) between Nuance Communications, Inc., a Delaware corporation having a place of business at 1005 Hamilton Court, Menlo park, CA, 94025 (“Nuance”), and Vocera Communications, a Delaware corporation, having a place of business at 20230 Stevens Creek Blvd., Suite C, Cupertino, CA, U.S.A. 95014 (“OEM”) (each of Nuance and OEM, a “Party”; together; the “Parties”).
RESTRICTIVE COVENANT AND COMPENSATION RECOVERY AGREEMENTRestrictive Covenant and Compensation Recovery Agreement • February 8th, 2022 • Vocera Communications, Inc. • Communications equipment, nec • Delaware
This RESTRICTIVE COVENANT AND COMPENSATION RECOVERY AGREEMENT (this “Agreement”) is entered into as of February __, 2022, by and among Stryker Corporation, a Michigan corporation (“the Corporation”) and _________, an individual (“Covenantor”).
VOCERA LOGO] AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 1st, 2011 • Vocera Communications, Inc. • California
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 10, 2006, by and among Vocera Communications, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock that are parties to the Prior Rights Agreement (as defined below) and their successors (the “Series A Holders”), the holders of the Company’s Series B Preferred Stock that are parties to the Prior Rights Agreement and their successors (the “Series B Holders”), the holders of the Company’s Series C Preferred Stock that are parties to the Prior Rights Agreement and their successors (the “Series C Holders”), the holders of the Company’s Series D Preferred Stock that are parties to the Prior Rights Agreement and their successors (the “Series D Holders”), the holders of the Company’s Series E Preferred Stock that are parties to the Prior Rights Agreement (the “Series E Holders”), the purchasers of Series F Preferred Stock listed on Exhibit A to the
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • February 24th, 2012 • Vocera Communications, Inc. • Communications equipment, nec • California
THIS AGREEMENT (this “Agreement”) is effective as of [—], 2012 (the “Effective Date”) by and between Vocera Communications, Inc., a Delaware corporation (the “Company”), and [—] (the “Purchaser”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Vocera Communications, Inc. as Buyer, The Persons Listed on Schedule A to this Agreement as Sellers and Jon Jensen as Sellers RepresentativeMembership Interest Purchase Agreement • November 7th, 2016 • Vocera Communications, Inc. • Communications equipment, nec • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of October 27, 2016, is entered into by and among Vocera Communications, Inc., a Delaware corporation (the “Buyer”), the Persons listed on Schedule A hereto as sellers (collectively the “Sellers” and each a “Seller”), and Jon Jensen as Sellers Representative.
December 20, 2011And Inventions Agreement • February 24th, 2012 • Vocera Communications, Inc. • Communications equipment, nec • California
This letter confirms the agreement (“Agreement”) between you and Vocera Communications, Inc. (the “Company”) concerning the terms of your separation. This letter offers you the separation compensation and other benefits negotiated by the Company’s General Counsel and your counsel, Sheila M. Riley, Esq. of Casas Riley & Simonian, LLP, in exchange for a general release of claims and covenant not to sue.
SUBLEASESublease • August 4th, 2021 • Vocera Communications, Inc. • Communications equipment, nec • California
THIS SUBLEASE (this “Sublease”), dated as of May 25, 2021 (“Effective Date”), is entered into by and between ARLO TECHNOLOGIES, INC., a Delaware corporation (“Sublandlord”), and VOCERA COMMUNICATIONS, INC., a Delaware corporation (“Subtenant”).
IMPORTANT:Option Agreement • March 26th, 2012 • Vocera Communications, Inc. • Communications equipment, nec • Delaware
This letter (this “Agreement”) accompanies and supplements the Notice of Exercise dated March , 2012 (the “Exercise Notice”), pursuant to which the undersigned (“Participant”) has elected to exercise Participant’s option (“Option”) with respect to shares subject to the Option (the “Shares”) of the Common Stock (“Common Stock”) of Vocera Communications, Inc. (the “Company”) in accordance with the terms of the Company’s 2006 Stock Option Plan, as amended, or the Company’s 2000 Stock Option Plan, as amended (as applicable, the “Plan”), and the relevant documentation evidencing such option including the Option Agreement.
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 4th, 2021 • Vocera Communications, Inc. • Communications equipment, nec • California
WHEREAS, the Company considers it to be in the best interests of the Company and its stockholders to foster the continuous employment of certain key management personnel;
VOCERA COMMUNICATIONS, INC.Stock Option Agreement • August 1st, 2011 • Vocera Communications, Inc. • California
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of November 3, 2010 (the “Effective Date”) by and between Vocera Communications, Inc. (the “Company”) and DS Consulting Associates, LLC, a Minnesota limited liability company doing business as ExperiaHealth (the “Optionee”).
CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL...Contract Manufacturing Agreement • August 1st, 2011 • Vocera Communications, Inc.
This Contract Manufacturing Agreement (“Agreement”) is entered into this 7th day of June 2010 (“Effective Date”) between Vocera Communication, Inc (“VOCERA”) having its place of business at 525 Race Street, San Jose, CA, 95126, and SMTC CORPORATION (“SMTC”), having its place of business at 635 Hood Road, Markham, Ontario, Canada, L3R 4N6.
SECOND AMENDMENT TO LEASELease • August 6th, 2015 • Vocera Communications, Inc. • Communications equipment, nec
This Second Amendment to Lease (“Second Amendment”), dated as of April 20, 2015, is entered into by and between 525 Race Street, LLC, a California limited liability company (“Landlord”), and Vocera Communications, Inc., a Delaware corporation (“Tenant”).
RE: Consulting AgreementConsulting Agreement • May 19th, 2014 • Vocera Communications, Inc. • Communications equipment, nec • Delaware
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services to Vocera Communications, Inc., a Delaware corporation (the “Company”).
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • February 24th, 2012 • Vocera Communications, Inc. • Communications equipment, nec • California
This Change of Control Severance Agreement (this “Agreement”), dated as of ___________ __, 201__ (the “Effective Date”), is made by and between Vocera Communications, Inc., a Delaware corporation (the “Company”), and _________________, an executive officer or other key employee of the Company or one of the Company’s subsidiaries (the “Employee”).
