INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between ViewRay Incorporated, a Delaware corporation (the “Company”), and (“Indemnitee”).
—] Shares VIEWRAY INCORPORATED Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • New York
ContractWarrant Agreement • December 29th, 2014 • Viewray Inc • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • California
Reference is made to that certain Loan and Security Agreement dated December [ ], 2013 (as amended from time to time, the “Loan Agreement”) by and among the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”), Hercules Technology Growth Capital, Inc., as agent for the Lender (the “Agent”) and ViewRay Incorporated (the “Company”), as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement.
VIEWRAY INCORPORATED INCENTIVE STOCK OPTION AND REVERSE VESTING AGREEMENTIncentive Stock Option and Reverse Vesting Agreement • February 13th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Delaware
This INCENTIVE STOCK OPTION AND REVERSE VESTING AGREEMENT, dated as of (this “Agreement”), among View Ray Incorporated, a Delaware corporation (the “Company”), (the “Optionee”), and , in his capacity as assistant secretary of the Company and escrow holder hereunder (the “Escrow Holder”).
ContractSupply Agreement • March 25th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSEquity Agreement • March 23rd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus
This Agreement is made effective the 15th day of December, 2004, (the “Effective Date”) by and between the University of Florida Research Foundation, Inc. (hereinafter called “UFRF”), a nonstock, nonprofit Florida corporation, and ViewRay, Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of the State of Florida;
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • March 2nd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Ohio
This Development and Supply Agreement (“Agreement”) is entered into as of June 1, 2010 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and Quality Electrodynamics, LLC, a Ohio limited liability company (“QED”).
PEKO 7/21/10 DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • March 2nd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • New York
This Development and Supply Agreement (“Agreement”) is entered into as of July 2, 2010 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and PEKO Precision Products, Inc., a New York corporation (“PEKO”).
AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • March 19th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Development and Supply Agreement (“Amendment”), dated as of January 20, 2015 (“Amendment Effective Date”) and is entered into by and between ViewRay, Inc., a Delaware corporation with its principal offices at 2 Thermo Fisher Way, Oakwood Village, OH 44146 (“ViewRay”) and Tesla Engineering Limited, a company organized under the laws of England and whose registered office is at Water Lane Industrial Estate, Storrington, West Sussex RH20 3EA (“Tesla”).
SECOND AMENDMENT TO LEASELease • February 13th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of August 15, 2014 (“Effective Date”), by and between GREAT LAKES INDUSTRIAL PORTFOLIO AB BIYNAH, a Delaware limited liability company (“Landlord”), and VIEWRAY INCORPORATED, a Delaware corporation (“Tenant”).
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • March 2nd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Development and Supply Agreement (“Agreement”) is entered into as of July 9, 2009 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation with file number 4450114 and whose principal place of business is #2 Thermo Fisher Way, Oakwood Village, Ohio 44146, USA (“ViewRay”), and Tesla Engineering Limited, a company organized under the laws of England with registered company number 02786571 and whose registered office is at Water Lane Industrial Estate, Storrington, West Sussex RH20 3EA (“Tesla”).
LEASELease • February 13th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus
THIS LEASE made as of the 17 day of April, 2008, by and between CLEVELAND INDUSTRIAL PORTFOLIO, LLC, a Virginia limited liability company (the “Landlord”), and VIEWRAY INCORPORATED, a Delaware corporation (the “Tenant”).
OFFICE LEASE MOUNTAIN VIEW RESEARCH PARK BXP RESEARCH PARK LP, as Landlord, and VIEWRAY, INC., a Delaware corporation, as Tenant.Office Lease • February 13th, 2015 • Viewray Inc • 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 BXP RESEARCH PARK LP, a Delaware limited partnership (“Landlord”), and VIEWRAY, INC., a Delaware corporation (“Tenant”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • March 2nd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • New York
This Manufacturing and Supply Agreement (“Agreement”) is entered into as of September 18th, 2013 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and Japan Superconductor Technology, Inc., a corporation organized under the laws of Japan (“Jastec”). ViewRay and Jastec may each be referred to hereafter as a “party” or collectively as the “parties.”
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • March 2nd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • New York
This Development and Supply Agreement (“Agreement”) is entered into as of June 24, 2009 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), Manufacturing Sciences Corporation (hereinafter “MSC”) a Colorado corporation.
FIRST AMENDMENT TO LEASEViewray Inc • February 13th, 2015 • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT (the “First Amendment”) is made and entered into this 16th day of April, 2013 by and between CLEVELAND INDUSTRIAL PORTFOLIO LLC, a Virginia limited liability company (the “Landlord”), and VIEWRAY INCORPORATED, a Delaware corporation (the “Tenant”).
VIEWRAY INCORPORATED NONSTATUTORY STOCK OPTION AND REVERSE VESTING AGREEMENTNonstatutory Stock Option and Reverse Vesting Agreement • February 13th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Delaware
This NONSTATUTORY STOCK OPTION AND REVERSE VESTING AGREEMENT, dated as of (this “Agreement”‘), among ViewRay Incorporated, a Delaware corporation (the “Company”), , (the “Optionee”), and , in his capacity as assistant secretary of the Company and escrow holder hereunder (the “Escrow Holder”).
AMENDED AND RESTATED JOINT DEVELOPMENT AND SUPPLY AGREEMENTJoint Development and Supply Agreement • March 19th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • New York
This Amended and Restated Joint Development and Supply Agreement (this “Agreement”) is entered into as of April __, 2008 (the Effective Date) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and 3D Line GmbH, a German corporation (“3D Line”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • Viewray Inc • Electromedical & electrotherapeutic apparatus • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 18, 2013 (the “Effective Date”) by and between ViewRay Incorporated (the “Company”) and Chris Raanes (the “Executive”).
CONTINGENT EQUITY AGREEMENTContingent Equity Agreement • February 13th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Contingent Equity Agreement (this “Agreement”) is entered into as of the 8th day of January 2008 (the “Effective Date”), by and among ViewRay Incorporated, a Delaware corporation (the “Company”), and James F. Dempsey, Ph.D., Russell S. Donda, Jim Carnall, and William Wells (referred to hereinafter as the “Founders” and each individually as an “Founder”), and solely with respect to Section 2.4 hereof, the investors listed on Exhibit A attached hereto (collectively, the “Holders”).
ContractViewray Inc • February 13th, 2015 • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ViewRay Incorporated Two Thermo Fisher Way Village of Oakwood, Ohio 44146Restricted Stock Purchase Agreement • February 13th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Ohio
As we have discussed and mutually agreed, the offer letter by ViewRay Incorporated (the “Company”), dated January 8, 2008, which sets forth the terms and conditions of your employment with the Company, is hereby amended and restated in its entirety by this first amended and restated offer letter (the “letter agreement”). This letter agreement may be accepted by countersigning where indicated below and shall be effective as of January 8, 2008.
ContractAnd Removal Agreement • March 2nd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Ontario
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
AGREEMENTAgreement • December 29th, 2014 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement (“Agreement”) is made and entered into as of the Effective Time by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and each of the other parties identified on the signature pages to this Agreement that enters into this Agreement and delivers an executed counterpart of this Agreement to ViewRay by 10:00 AM ET on June 11, 2008 (the Effective Time).
SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 13th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Sixth Amended and Restated Investor Rights Agreement (this “Agreement”) is entered into as of the 18th day of November, 2013 (the “Effective Date”), by and among ViewRay Incorporated, a Delaware corporation (the “Company”), the investors listed on Exhibit A attached hereto (referred to hereinafter as the “Investors” and each individually as an “Investor”), the stockholders listed on Exhibit B attached hereto (referred to hereinafter as the “Existing Holders”), each other Person (as defined herein) who shall, subsequent to the date hereof, join in and become a party to this Agreement by executing and delivering to the Company an instrument of accession substantially in the form of Exhibit C attached hereto (an “Instrument of Accession”).
ContractViewray Inc • March 2nd, 2015 • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractViewray Inc • March 2nd, 2015 • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractViewray Inc • February 13th, 2015 • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
MASTER SERVICES AGREEMENTMaster Services Agreement • March 2nd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus
This Work Statement No. 03 is entered into pursuant to Section 1.1 of the Master Services Agreement dated February 15, 2011 between the parties identified below (the “Agreement”). Capitalized terns used in this Work Statement No. 03 and not defined in this Work Statement No. 03 are used with the meanings ascribed to them in the Agreement.
AMENDED AND RESTATED JOINT DEVELOPMENT AND SUPPLY AGREEMENTJoint Development and Supply Agreement • January 29th, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • New York
This Amended and Restated Joint Development and Supply Agreement (this “Agreement”) is entered into as of April __, 2008 (the Effective Date) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and 3D Line GmbH, a German corporation (“3D Line”).
ContractViewray Inc • February 13th, 2015 • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractViewray Inc • January 29th, 2015 • Electromedical & electrotherapeutic apparatus • Ontario
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractViewray Inc • December 29th, 2014 • Electromedical & electrotherapeutic apparatus
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
MASTER SERVICES AGREEMENTMaster Services Agreement • December 29th, 2014 • Viewray Inc • Electromedical & electrotherapeutic apparatus
This Agreement is entered into as of February 15, 2011 (“Effective Date”) between VIEWRAY Incorporated, a Delaware corporation (“VIEWRAY”) and the service provider identified on the last page of this Agreement (“Vendor”) and sets forth the terms and conditions that will apply to the provision by Vendor to VIEWRAY of certain services.
