VOLCANO CORPORATION AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • September 13th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Volcano Corporation, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
VOLCANO CORPORATION AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • September 13th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Volcano Corporation, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
VOLCANO CORPORATION AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • September 13th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between Volcano Corporation, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
OFFICE LEASE KILROY REALTY KILROY CENTRE DEL MAR KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and VOLCANO CORPORATION, a Delaware corporation, as Tenant.Office Lease • March 5th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and VOLCANO CORPORATION, a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER among: VOLCANO CORPORATION, a Delaware corporation; PHILIPS HOLDING USA INC., a Delaware corporation; and CLEARWATER MERGER SUB, INC., a Delaware corporation Dated as of December 16, 2014Merger Agreement • December 17th, 2014 • Volcano Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 16, 2014, by and among: PHILIPS HOLDING USA INC., a Delaware corporation (“Parent”); CLEARWATER MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and VOLCANO CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LOAN AND SECURITY AGREEMENT (Equipment & Inventory) Dated as of September 26, 2003 between VOLCANO THERAPEUTICS, INC., a Delaware corporation as “Borrower”, and VENTURE LENDING & LEASING III, INC., a Maryland corporation as “Lender”Loan and Security Agreement • March 24th, 2006 • Volcano CORP • California
The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
Volcano Corporation 6,800,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 9th, 2006 • Volcano CORP • Electromedical & electrotherapeutic apparatus • New York
Volcano Corporation, 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 6,800,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,020,000 shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase Series A Junior Participating Preferred Stock. The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”)
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2014 • Volcano Corp • Electromedical & electrotherapeutic apparatus • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and amongst VOLCANO CORPORATION (the “Company”), having its principal offices at 3721 Valley Center Drive, Suite 500, San Diego, CA 92130 USA, and Scott Huennekens (the “Executive”), effective as of February 12, 2014 and amends and restates the prior Amended and Restated Employment Agreement between the Company and the Executive dated February 28, 2008.
VOLCANO CORPORATION Underwriting AgreementUnderwriting Agreement • September 15th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
Volcano Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC and each of the other underwriters, if any, named on Schedule 1 hereto (each an “Underwriter” and collectively, the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”), $100,000,000 principal amount of its 2.875% Convertible Senior Notes due 2015 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $15,000,000 principal amount of its 2.875% Convertible Senior Notes due 2015 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 2.875% Convertible Senior Notes due 2015 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and, if and to the extent issued, the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying S
December 5, 2012Call Option Transaction • December 10th, 2012 • Volcano Corp • Electromedical & electrotherapeutic apparatus
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated September 13, 2010, as supplemented by the Prospectus Supplement dated December 4, 2012 (as so supplemented, the “Prospectus”) relating to the 1.75% Convertible Senior Notes due 2017 (the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 400,000,000 million (as increased by up to an aggregate principal amount of USD 60,000,000 million if and to the extent that the Underwriters (as defined herein) exercise their option to
VOLCANO CORPORATION and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • September 21st, 2007 • Volcano CORP • Electromedical & electrotherapeutic apparatus • New York
Preferred Stock Warrant Agreement (this “Agreement”), dated as of between Volcano Corporation, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
VOLCANO CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of June 20, 2006Rights Agreement • August 9th, 2006 • Volcano CORP • Electromedical & electrotherapeutic apparatus • New York
This RIGHTS AGREEMENT (the “Agreement”), dated as of June 20, 2006, is entered into by and between VOLCANO CORPORATION, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Rights Agent (the “Rights Agent”).
Volcano Corporation 7,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 18th, 2007 • Volcano CORP • Electromedical & electrotherapeutic apparatus • New York
Volcano Corporation, 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 7,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,050,000 shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.001 per share of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”. The Stock, including the Shares, have or will have attached thereto rights (the “Rights”) to purchase Series A Junior Participating Preferred Stock. The Rights were issued or are to be issued, as applicable, pursuant to a Righ
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2008 • Volcano Corp • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (this “Agreement”) is made by and amongst Volcano Corporation (the “Company”), having its principal offices at 11455 El Camino Real, Suite 460, San Diego, CA 92130, and JORGE J. QUINOY (the “Executive”), effective as of December 10, 2008.
VOLCANO CORPORATIONUnderwriting Agreement • December 5th, 2012 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
Volcano Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC and Goldman, Sachs & Co. and each of the other underwriters, if any, named on Schedule 1 hereto (each an “Underwriter” and collectively, the “Underwriters”), for whom J.P. Morgan Securities LLC and Goldman, Sachs & Co. are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 1.75% Convertible Senior Notes due 2017 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $60,000,000 principal amount of its 1.75% Convertible Senior Notes due 2017 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 1.75% Convertible Senior Notes due 2017 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and, if and to the extent issued, the Option Securities are herein referred to as the “Securities”. The Securities
VOLCANO CORPORATION and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • September 21st, 2007 • Volcano CORP • Electromedical & electrotherapeutic apparatus • New York
Debt Securities Warrant Agreement (this “Agreement”), dated as of between Volcano Corporation, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
WARRANTS CONFIRMATION AMENDMENT AGREEMENT dated as of March 26, 2013with respect to the Warrants Confirmation between Volcano Corporation and JPMorgan Chase Bank, National AssociationWarrants Confirmation Amendment Agreement • May 3rd, 2013 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANTS CONFIRMATION AMENDMENT AGREEMENT (this “Agreement”) with respect to the Warrants Confirmation (as defined below) is made as of March 26, 2013 between Volcano Corporation (the “Company”) and JPMorgan Chase Bank, National Association, London Branch (“Dealer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2006 • Volcano CORP • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of the 30th day of January, 2004, by and between Volcano Therapeutics, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
VOLCANO CORPORATION AMENDED AND RESTATED OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • February 11th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Volcano Corporation (the “Company”) has granted you an option under its Amended and Restated 2005 Equity Compensation Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VOLCANO CORPORATION ATHENA SUB, INC. AND ATHEROMED, INC. AND FORTIS ADVISORS LLC AS SECURITYHOLDERS’ REPRESENTATIVEMerger Agreement • September 30th, 2014 • Volcano Corp • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 27, 2014, by and among Volcano Corporation, a Delaware corporation (“Parent”), Athena Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and AtheroMed, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as Securityholders’ Representative (as defined in Section 8.6(a)).
ContractWarrant Agreement • March 24th, 2006 • Volcano CORP • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2006 • Volcano CORP • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made by and amongst Volcano Corporation (the “Company”), having its principal offices at 2870 Kilgore Road, Rancho Cordova, CA 95670 USA, and John Dahldorf (the “Executive”) effective as of February 1, 2006.
ContractSenior Subordinated Note • March 24th, 2006 • Volcano CORP
THIS 15% SENIOR SUBORDINATED NOTE DUE 2008 AND THE INDEBTEDNESS AND OTHER PAYMENT OBLIGATIONS EVIDENCED HEREBY ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBORDINATED IN RIGHT OF PAYMENT TO THE EXTENT AND IN THE MANNER SET FORTH IN THOSE CERTAIN SUBORDINATION AGREEMENTS DATED AS OF EVEN DATE HEREWITH BY AND AMONG VOLCANO THERAPEUTICS, INC., FFC PARTNERS II, L.P., FFC EXECUTIVE PARTNERS II, L.P. AND SILICON VALLEY BANK AND VOLCANO THERAPEUTICS, INC., FFC PARTNERS II, L.P., FFC EXECUTIVE PARTNERS II, L.P. AND VENTURE LENDING & LEASING III, INC.
Fixed Price Building Construction Agreement for Phase OneFixed Price Building Construction Agreement • September 29th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus
VOLCARICA, SOCIEDAD DE RESPONSABILIDAD LIMITADA (“VOLCANO”), corporate identification number 3- 102- 515567, domiciled in San José, Santa Ana, Forum Business Center, Building C, Office One C One, duly represented by John Dahldorf, of legal age, married, CFO, resident of Carlsbad, California, U.S.A, personal identity card number XXX-XX-XXXX, in his capacity as Manager, duly authorized under a Full Power of Attorney with no restrictions as to the amounts involved, as shown in the Notarial Statement attached hereto as Schedule One, for the one part and for the other,
Volcano Corporation Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 13th, 2006 • Volcano CORP • Electromedical & electrotherapeutic apparatus • New York
Volcano Corporation, 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 $0.001 per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional ___ shares of Common Stock, and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of ___ shares of Common Stock. The aggregate of ___ shares to be sold by the Company and the Selling Stockholders are herein referred to as the “Underwritten Shares” and the aggregate of ___ additional shares to be sold by the Company at the option of the Underwriters are referred to as the “Option Shares.” The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the
Design, Architecture, Engineering and Construction Management ContractDesign, Architecture, Engineering and Construction Management Contract • September 29th, 2010 • Volcano Corp • Electromedical & electrotherapeutic apparatus
This Design, Architecture & Engineering and Construction Management Contract (this “Contract”) is made as of 23 day of September, 2010 by and between:
VOLCANO CORPORATION and ___, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ___Common Stock Warrant Agreement • September 21st, 2007 • Volcano CORP • Electromedical & electrotherapeutic apparatus • New York
Common Stock Warrant Agreement (this “Agreement”), dated as of _______ between Volcano Corporation, a Delaware corporation (the “Company”) and _______, a [corporation] [national banking association] organized and existing under the laws of ______ and having a corporate trust office in _______, as warrant agent (the “Warrant Agent”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • March 1st, 2011 • Volcano Corp • Electromedical & electrotherapeutic apparatus
THIS MUTUAL TERMINATION AGREEMENT (the “Termination Agreement”) is entered into as of September 22, 2010 (the “Contract Date”), by and among Volcano Corporation, a Delaware corporation, with its principal place of business located at 2870 Kilgore Road, Rancho Cordova, California 95670, U.S.A. (“Volcano Corporation”), Volcano Japan Co., Ltd, a corporation of Japan and a wholly-owned subsidiary of Volcano Corporation, with its principle place of business at Hamamatsucho Square 6F, 1-30-5, Hamamatsucho, Minato-ku, Tokyo, Japan (“Volcano Japan”) (Volcano Corporation and Volcano Japan are collectively referred to hereinafter as “Volcano”), and Fukuda Denshi Co., Ltd, a corporation of Japan, with its principle office at 3-39-4 Hongo, Bunkyo-ku, Tokyo 113-8483, Japan (“Fukuda”).
WARRANT TO PURCHASE STOCKWarrant Agreement • March 24th, 2006 • Volcano CORP • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
WARRANTS CONFIRMATION AMENDMENT AGREEMENT dated as of March 26, 2013with respect to the Warrants Confirmation between Volcano Corporation and Goldman, Sachs & Co.Warrants Confirmation Amendment Agreement • May 3rd, 2013 • Volcano Corp • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANTS CONFIRMATION AMENDMENT AGREEMENT (this “Agreement”) with respect to the Warrants Confirmation (as defined below) is made as of March 26, 2013 between Volcano Corporation (the “Company”) and Goldman, Sach & Co. (“Dealer”).
THIRD AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE - GROSS for the lease dated June 13, 2005, wherein Ethan Conrad is referred to as “Lessor” and Volcano Corporation, a California Corporation is referred to as “Lessee” with reference to the...Standard Multi-Tenant Office Lease - Gross • March 1st, 2011 • Volcano Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT A VOLCANO CORPORATION GRANTEE RESTRICTION AGREEMENTGrantee Restriction Agreement • March 23rd, 2007 • Volcano CORP • Electromedical & electrotherapeutic apparatus • California
THIS GRANTEE RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of between VOLCANO CORPORATION, a Delaware corporation (the “Company”), and (“Grantee”).
TERMINATION OF OPTION TO DISTRIBUTE AGREEMENTTermination of Option to Distribute Agreement • May 24th, 2006 • Volcano CORP • Electromedical & electrotherapeutic apparatus • California
This Termination of Option to Distribute Agreement (this “Termination Agreement”) is made and entered into as of January 27, 2006 (the “Effective Date”), by and between Volcano Corporation (f/k/a Volcano Therapeutics, Inc.), a Delaware corporation (“Volcano”), and Medtronic Vascular, Inc. (f/k/a Medtronic AVE, Inc.), a Delaware corporation (“Medtronic” and, together with Volcano, the “Parties”).
DISTRIBUTOR TERMINATION AGREEMENTDistributor Termination Agreement • July 8th, 2009 • Volcano Corp • Electromedical & electrotherapeutic apparatus • California
This Termination Agreement (“Termination Agreement”) is made effective as of July 8, 2009 (the “Effective Date”), by and between Volcano Corporation, a Delaware company (“Volcano”), Volcano Japan Co., Ltd, a company incorporated under the laws of Japan (“Volcano Japan”), and Goodman Company, Ltd., a company incorporated under the laws of Japan (“Goodman”). Notwithstanding anything in this Termination Agreement to the contrary, “Goodman”, as used in this Termination Agreement does not refer to any direct or indirect parent, subsidiary, or affiliate (including any holder of at least 5% of the voting stock of Goodman) of Goodman Company, Ltd., except to the extent any such party is involved in the distribution of Volcano’s IVUS or FM products.
FUKUDA-GOODMAN NON-EXCLUSIVE SUB-DISTRIBUTION AGREEMENTNon-Exclusive Sub-Distribution Agreement • March 24th, 2006 • Volcano CORP
Fukuda Denshi Co., Ltd., a company incorporated under the laws of Japan (“Supplier”), Goodman Company, Ltd., a company incorporated under the laws of Japan (“Distributor"), and Volcano Corporation, a Delaware corporation (“VOLCANO”).
