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”).
ContractWarrant Agreement • August 1st, 2011 • Vocera Communications, Inc.
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
ContractWarrant Agreement • August 1st, 2011 • Vocera Communications, Inc. • 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.
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”).
VOCERA COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2011 • Vocera Communications, Inc. • 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 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
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”).
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.
