Clearone Communications Inc Sample Contracts

Clearone Inc – NOTICE OF GUARANTEED DELIVERY (November 1st, 2018)

This form, or one substantially equivalent to this form, must be used to exercise the non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of common stock, par value $0.001 per share (the “Common Stock”) of ClearOne, Inc., a Delaware corporation (the “Company”) pursuant to the rights offering (the “Rights Offering”) described and provided for in the Company’s prospectus, dated [●], 2018 (the “Prospectus”), if a holder of Rights cannot deliver the subscription rights certificate(s) evidencing the Rights (the “Subscription Rights Certificate(s)”) to Broadridge Corporate Issuer Solutions, Inc., the subscription agent for the Rights Offering (the “Subscription Agent”) at or prior to 5:00 p.m., Eastern Standard Time, on [●], 2018, unless extended by the Company (the “Expiration Date”). This Notice of Guaranteed Delivery must be received by the Subscription Agent on or prior to the Expiration Date.

Clearone Inc – FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS CLEARONE, INC. Up To [•] Shares of Common Stock Issuable Upon the Exercise of Subscription Rights (November 1st, 2018)

This letter is being distributed by CLEARONE, INC. (the “Company”) to all holders of record (the “Record Holders”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as of 5:00 p.m., Eastern Standard Time, on [●], 2018 (the “Record Date”), in connection with the distribution in a rights offering (the “Rights Offering”), at no charge, of non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock at a subscription price of $[●] per share (the “Subscription Price”). The Rights are described in the accompanying Prospectus, dated [●], 2018 (the “Prospectus”).

Clearone Inc – FORM OF LETTER TO NOMINEE HOLDERS WHOSE CLIENTS ARE BENEFICIAL HOLDERS CLEARONE, INC. Up To [•] Shares of Common Stock Issuable Upon the Exercise of Subscription Rights (November 1st, 2018)

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the distribution by ClearOne, Inc. (the “Company”) to the holders of record (the “Record Holders”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) as of 5:00 p.m., Eastern Standard Time, on [●], 2018 (the “Record Date”), in connection with the distribution in a rights offering (the “Rights Offering”) at no charge, of non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock at a subscription price of $[●] per share (the “Subscription Price”) as described in the accompanying Prospectus, dated [●], 2018 (the “Prospectus”).

Clearone Inc – Certificate of Incorporation of ClearOne, Inc. (October 29th, 2018)

The undersigned, for purposes of incorporating a corporation under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows:

Clearone Inc – Bylaws of ClearOne, Inc., a Delaware corporation (October 29th, 2018)
Clearone Inc – CLEAR ONE, INC. (May 10th, 2016)

ClearOne, Inc. and its subsidiaries (collectively, “ClearOne” or the “Company”) is offering you the right (the “Offer”) to have the Company repurchase your options to purchase shares of common stock of the Company under the 1998 Stock Option Plan (the “1998 Plan”) and the 2007 Equity Incentive Plan as Amended and Restated Effective December 12, 2014, in exchange for a cash payment equal to the value of the options, calculated as set forth below.

Clearone Inc – CLEARONE, INC. EQUITY INCENTIVE PLAN AMENDED AND RESTATED EFFECTIVE DECEMBER 12, 2014 (January 26th, 2016)
Clearone Inc – AMENDMENT NO. 1 TO THE CLEARONE, INC. EQUITY INCENTIVE PLAN AMENDED AND RESTATED EFFECTIVE DECEMBER 12, 2014 (January 26th, 2016)

WHEREAS, ClearOne, Inc. (the “Company”) adopted and maintains the ClearOne, Inc. Equity Incentive Plan (the “Plan”), as amended and restated effective as of December 12, 2014, to provide an opportunity for its eligible employees and certain independent contractors to earn incentive awards in consideration for their services;

Clearone Inc – CLEARONE, INC. EMPLOYEE STOCK PURCHASE PLAN (Effective as of December 12, 2014) (June 30th, 2015)
Clearone Inc – AMENDMENT NO. 1 TO THE CLEARONE, INC. EQUITY INCENTIVE PLAN AMENDED AND RESTATED EFFECTIVE DECEMBER 12, 2014 (June 30th, 2015)

WHEREAS, ClearOne, Inc. (the “Company”) adopted and maintains the ClearOne, Inc. Equity Incentive Plan (the “Plan”), as amended and restated effective as of December 12, 2014, to provide an opportunity for its eligible employees and certain independent contractors to earn incentive awards in consideration for their services;

Clearone Inc – CLEARONE, INC. EQUITY INCENTIVE PLAN AMENDED AND RESTATED EFFECTIVE DECEMBER 12, 2014 (June 30th, 2015)
Clearone Inc – •Achieved record third quarter revenue of $15.7 million, up 27% year over year •Achieved 61% gross margin •Non-GAAP operating income increased 50% year over year •Non-GAAP Adjusted EBITDA increased 44% year over year •Achieved intellectual property milestone with filing of 100th patent application (October 23rd, 2014)

ClearOne (NASDAQ: CLRO), a global provider of audio and visual communication solutions, today reported financial results for the three and nine months ended September 30, 2014.

Clearone Inc – PURCHASE AGREEMENT BETWEEN CLEARONE, INC. AND DIALCOM NETWORKS S.L. March 31st, 2014 (May 14th, 2014)

THIS PURCHASE AGREEMENT (this “Agreement”) is entered into in Madrid, on March [31], 2014, by and between ClearOne, Inc., a corporation registered in the State of Utah, United States, represented by Zeyneb Hakimoglu acting as empowered attorney, (the “Purchaser”), and Dialcom Networks S.L., a Spanish private limited company, registered with the Zaragoza Trade registry under page Z-30936, and represented by Enrique Domínguez García acting as empowered attorney (the “Seller”). Purchaser and Seller are referred to collectively herein as the “Parties” and individually as a “Party”.

Clearone Inc – [Form of Senior Indenture] ClearOne, Inc., as Issuer and as Trustee SENIOR INDENTURE Dated as of , 20 (April 30th, 2014)

INDENTURE, dated as of             , 20    , among ClearOne, Inc., a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”), having its principal office at 5225 Wiley Post Way, Suite 500, Salt Lake City, Utah 84116, and [TRUSTEE’S NAME], a banking corporation duly organized and existing under the laws of the State of             , as Trustee (herein called the “Trustee”).

Clearone Inc – [Form of Subordinated Indenture] ClearOne, Inc., as Issuer And as Trustee SUBORDINATED INDENTURE Dated as of , 20 (April 30th, 2014)

INDENTURE, dated as of             , 20     , among ClearOne, Inc., a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”), having its principal office at 5225 Wiley Post Way, Suite 500, Salt Lake City, Utah 84116 and                     , a banking corporation duly organized and existing under the laws of the State of                     , as Trustee (herein called the “Trustee”).

Clearone Inc – AMENDMENT ONE TO FRAMEWORK AGREEMENT (April 7th, 2014)
Clearone Inc – FRAMEWORK AGREEMENT BETWEEN CLEARONE, INC. AND DIALCOM NETWORKS S.L. (April 7th, 2014)

THIS FRAMEWORK AGREEMENT (this “Agreement”) is entered into on December [20], 2013, by and between ClearOne, Inc., a corporation registered in the State of Utah, United States, represented by Zeyneb Hakimoglu acting as empowered attorney, (the “Purchaser”), and Dialcom Networks S.L., a Spanish private limited company, registered with the Zaragoza Trade registry under page Z-30936, and represented by Enrique Domínguez García acting as empowered attorney (the “Seller”). Purchaser and Seller are referred to collectively herein as the “Parties” and individually as a “Party.”

Clearone Inc – STOCK PURCHASE AGREEMENT BETWEEN CLEARONE, INC., AND DORAN M. OSTER (March 20th, 2014)
Clearone Inc – (Dollars in thousands, except per share values) Fourth Quarter Full Year 2013 2012 Change 2013 2012 Change Revenue $ 14,230 $ 13,036 9% $ 49,592 $ 46,417 7% Gross Profit 8,549 7,411 15% 29,857 27,328 9% Non-GAAP Operating Income 2,881 2,290 26% 8,404 6,792 24% Non-GAAP Net Income 1,821 1,225 49% 5,710 3,977 44% Non-GAAP Adjusted EBITDA (see Note 1) 3,112 2,856 9% 9,331 8,011 16% Non-GAAP Diluted EPS $ 0.19 $ 0.13 46% $ 0.60 $ 0.43 40% (March 3rd, 2014)

ClearOne (NASDAQ: CLRO), a global provider of audio and visual communication solutions, today reported financial results for the fourth quarter and the year ended December 31, 2013. Results reflect continuing growth from a strategically-built portfolio of innovative and profitable products.

Clearone Inc – Stock Purchase Plan Clearone Communications, Inc. – Common Stock (March 14th, 2013)

THIS STOCK PURCHASE PLAN (the “Plan”) is executed by E. Dallin Bagley (“Bagley”), a stockholder of Clearone Communications, Inc. (“Clearone”).

Clearone Communications Inc – EIGHTH AMENDMENT TO FORBEARANCE AGREEMENT AND NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (February 5th, 2010)

This Eighth Amendment to Forbearance Agreement and Ninth Amendment to Loan and Security Agreement (the “ Amendment ”), is entered into as of January 13, 2010, by and between SQUARE 1 BANK (the “ Bank ”) and CLEARONE COMMUNICATIONS, INC., NETSTREAMS, INC. and  NETSTREAMS, LLC (collectively, “ Borrower ” ).

Clearone Communications Inc – REPORT OF INDEPENDENT AUDITORS (January 20th, 2010)

We have audited the accompanying balance sheets of NetStreams, Inc. (the “Company”) as of March 31, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended.  The financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

Clearone Communications Inc – SEVENTH AMENDMENT TO FORBEARANCE AGREEMENT AND EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (December 29th, 2009)

This Seventh Amendment to Forbearance Agreement and Eighth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of December 15, 2009, by and between SQUARE 1 BANK (the “Bank”) and CLEARONE COMMUNICATIONS, INC., NETSTREAMS, INC. and  NETSTREAMS, LLC (collectively, “Borrower”).

Clearone Communications Inc – JOINDER TO LOAN AND SECURITY AGREEMENT (November 9th, 2009)

This Joinder to Loan and Security Agreement (this “Joinder”), dated as of November 3, 2009, is executed and delivered by CLEARONE COMMUNICATIONS, INC., a Utah corporation (“New Borrower”), and SQUARE 1 BANK (the “Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement as defined below.

Clearone Communications Inc – AGREEMENT AND PLAN OF MERGER among ClearOne Communications, Inc., Alta-Wasatch Acquisition Corporation, NetStreams, Inc., Austin Ventures VIII, L.P., and the Incentive Plan Representative (as identified herein) Dated as of November 3, 2009 (November 9th, 2009)

This AGREEMENT AND PLAN OF MERGER is made and entered into as of November 3, 2009 (this “Agreement”), among ClearOne Communications, Inc., a Utah corporation (“Parent”), Alta-Wasatch Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), NetStreams, Inc., a Delaware corporation (the “Company”), and the following parties that are each entering into this Agreement for the limited purposes set forth in Sections 2.01(g), 2.03, 2.11, 6.01(a)(v) and 6.01(b)(ix) and Articles VIII and IX: Austin Ventures VIII, L.P. (“Company Stockholder”) a Delaware limited partnership, and Kevin A. Reinis (“Incentive Plan Representative”).

Clearone Communications Inc – SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 9th, 2009)

This Seventh Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of November 3, 2009, by and between SQUARE 1 BANK (the “Bank”) and CLEARONE COMMUNICATIONS, INC., NETSTREAMS, INC. AND NETSTREAMS, LLC (collectively, “Borrower”).

Clearone Communications Inc – Contact: ClearOne Communications, Inc. Investor Relations (October 19th, 2009)
Clearone Communications Inc – Flextronics Manufacturing Services Agreement (October 13th, 2009)

This Flextronics Manufacturing Services Agreement ("Agreement") is entered into this 3rd day of November 2008 ("Effective Date") by and between ClearOne Communications having its place of business at 5225 Wiley Post Way suite 500 Salt Lake City Utah 84116 ("Customer") and Flextronics Industrial, Ltd., having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius, ("Flextronics").

Clearone Communications Inc – SETTLEMENT AND RELEASE AGREEMENT (October 13th, 2009)

This Settlement and Release Agreement (“Agreement”), effective as of October 7, 2009, is entered into by and between ClearOne Communications, Inc. (“ClearOne” or “the Company”) and Edward D. Bagley (“Bagley”) (ClearOne and Bagley shall sometimes be hereinafter referred to collectively as the “Parties”).

Clearone Communications Inc – Industrial Real Estate Lease (Multi-Tenant Facility) (November 12th, 2008)
Clearone Communications Inc – UBS Financial Services Inc. ML (September 11th, 2008)
Clearone Communications Inc – Contacts: ClearOne Communications, Inc. Investor Relations (August 5th, 2008)
Clearone Communications Inc – ClearOne Communications, Inc. 2007 EQUITY INCENTIVE PLAN (January 22nd, 2008)
Clearone Communications Inc – October 15, 2007 Greg LeClaire Clear One Inc. 1825 Research Way Re: Lease Addendum –2007 - 2740 w. California Ave. suite 4 S.L.C. UT Greg, (November 13th, 2007)

In following up on a couple of conversations with Kneel Robinson at NAI – Utah over the last couple  days, I wanted to clarify a number of items in writing in order to avoid any future misunderstandings.  Woodenshoe Development agrees to modify your lease at 2740 west California Ave. suite 4 with the following changes and clarifications:

Clearone Communications Inc – CONSULTING AGREEMENT (September 17th, 2007)

THIS CONSULTING AGREEMENT (the "Agreement"), made and entered into to be effective as of July 6, 2007, ClearOne Communications, Inc., a Utah corporation, with an address at 5225 Wiley Post Way, Suite 500, Salt Lake City, Utah 84116 (hereinafter the "Company"), and Edward Dallin Bagley, and individual with an address at 2350 Oakhill Drive, Holladay, Utah 84121 (hereinafter "Consultant"):