Vocera Communications, Inc. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 26th, 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 5,000,000 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 750,000 shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, severally and not jointly, at the option of the Underwriters, up to an additional 862,500 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding a
IMPORTANT:Irrevocable Contingent Option Exercise 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.
