VOTING AGREEMENTVoting Agreement • December 19th, 2007 • Visicu Inc • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of December 18, 2007 (this “Agreement”), among the stockholders listed on Schedule A attached hereto (each, a “Holder” and collectively, the “Holders”), VISICU, INC., a Delaware corporation (the “Company”), PHILIPS HOLDING USA INC., a Delaware corporation (“Parent”), and ICE MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER among ICE, PHILIPS HOLDING USA INC. and ICE MERGER SUB, INC. Dated as of December 18, 2007Merger Agreement • December 19th, 2007 • Visicu Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of December 18, 2007, among Visicu, Inc., a Delaware corporation (the “Company”), Philips Holding USA Inc., a Delaware corporation (“Parent”), and Ice Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
VISICU, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2005 • Visicu Inc • Delaware
This Indemnification Agreement (the “Agreement”) is made as of ___, 200_, by and between Visicu, Inc., a Delaware corporation (the “Company”) and [name of indemnified person]«Name» (the “Indemnitee”).
Shares VISICU, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2006 • Visicu Inc • Services-prepackaged software • New York
Morgan Stanley & Co. Incorporated Wachovia Capital Markets, LLC Thomas Weisel Partners LLC William Blair & Company, L.L.C. c/o Morgan Stanley & Co. Incorporated
EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2005 • Visicu Inc • Maryland
EMPLOYMENT AGREEMENT, dated as of this 17th day of September, 2001, between VISICU, Inc. (the “Company”) and Frank T. Sample (the “Executive”).
LEASE Between REDWOOD TOWER LIMITED PARTNERSHIP And VISICU, INC.Lease Agreement • November 29th, 2005 • Visicu Inc • Maryland
THIS LEASE AGREEMENT (this “Lease”), made as of the 22nd day of June, 2004, between REDWOOD TOWER LIMITED PARTNERSHIP, a Maryland Limited Liability Corporation (“Landlord”), and VISICU, INC., a Delaware Corporation (“Tenant”).
Incentive Stock Option Agreement Under The Visicu, Inc. Equity Incentive PlanIncentive Stock Option Agreement • November 29th, 2005 • Visicu Inc • Maryland
Nonstatutory Stock Option Grant Agreement Under The Visicu, Inc. Equity Incentive PlanNonstatutory Stock Option Grant Agreement • November 29th, 2005 • Visicu Inc • Maryland
WARRANT TO PURCHASE STOCK Corporation: VISICU, INC., a Delaware corporation Number of Shares: 43,796 Class of Stock: Series C Convertible Preferred Stock Initial Exercise Price: $1.37 per share Issue Date: July 17, 2003 Expiration Date: July 17, 2010...Warrant Agreement • November 29th, 2005 • Visicu Inc • California
THIS WARRANT CERTIFIES THAT, in consideration for the commitment of COMERICA BANK (the “Bank”) to make available to Visicu, Inc., a Delaware corporation (the “Company”), a $2,000,000 revolving credit facility as provided for in that certain Loan and Security Agreement dated as of the Issue Date between Bank and Company, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Bank or its registered assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant.
ICUSA, INC. AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT Dated as of June 2, 2000Stockholder Rights Agreement • November 29th, 2005 • Visicu Inc • Delaware
This Amended and Restated Stockholder Rights and Voting Agreement (the “Agreement”) is made as of the 2nd day of June 2000, by and among ICUSA, Inc., a Delaware corporation (the “Company”), the holders of the Company’s issued and outstanding capital stock listed on the Schedule of Existing Stockholders attached hereto as Exhibit A (collectively, the “Existing Stockholders”), and the persons listed on the Schedule of Purchasers attached hereto as Exhibit B (collectively, the “New Stockholders” and together with the Existing Stockholders, the “Stockholders”).
