INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between ViewRay, Inc. a Delaware corporation (the “Company”), and (“Indemnitee”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
This SPLIT-OFF AGREEMENT, dated as of July 23, 2015 (this “Agreement”), is entered into by and among ViewRay, Inc., formerly known as Mirax Corp., a Delaware corporation (the “Seller”), Mirax Enterprise Corp, a Nevada corporation (“Split-Off Subsidiary”), and Dinara Akzhigitova (“Buyer”).
ContractWarrant Agreement • September 26th, 2016 • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 22, 2016, by and among ViewRay, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
VIEWRAY INCORPORATED INCENTIVE STOCK OPTION AND REVERSE VESTING AGREEMENTIncentive Stock Option and Reverse Vesting Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This INCENTIVE 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”).
ContractSupply Agreement • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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. • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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. • September 26th, 2016 • 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 • September 26th, 2016 • 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 • September 26th, 2016 • 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.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VIEWRAY INCORPORATEDViewRay, Inc. • September 26th, 2016 • Electromedical & electrotherapeutic apparatus • California
This Warrant is issued to [ ], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain Securities Purchase Agreement, dated as of July 23, 2015, by and among ViewRay Incorporated (f/k/a Mirax Corp.), a Delaware corporation (the “Company”), and each of those persons and entities listed as a Purchaser on Annex A thereto (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • California
This Investor Certification Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.01 per share (the “Securities”), of ViewRay Incorporated, a Delaware corporation (the “Corporation”). The Securities are being offered and sold by the Corporation without registration under the Securities Act of 1933, as amended (the “Securities Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(a)(2) of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling the Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you w
AGREEMENTAgreement • September 26th, 2016 • 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).
TERM LOAN AGREEMENT dated as of June 26, 2015 between VIEWRAY INCORPORATED as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P., CAPITAL...Term Loan Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
TERM LOAN AGREEMENT, dated as of June 26, 2015 (this “Agreement”), among VIEWRAY INCORPORATED, a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto, CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P., CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P., PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P. and the Lenders from time to time party hereto.
ContractViewRay, Inc. • September 26th, 2016 • 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. • September 26th, 2016 • 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.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among VIEWRAY, INC. (formerly Mirax Corp.) VESUVIUS ACQUISITION CORP. and VIEWRAY TECHNOLOGIES, INC. July 23, 2015Agreement and Plan of Merger and Reorganization • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of July 23, 2015, by and among ViewRay, Inc. (formerly Mirax Corp.), a Delaware corporation (the “Parent”), Vesuvius Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”), and ViewRay Technologies, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
STRICTLY CONFIDENTIAL ViewRay IncorporatedViewRay, Inc. • September 26th, 2016 • Electromedical & electrotherapeutic apparatus • New York
SEPARATION AGREEMENTSeparation Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • California
This Separation Agreement (the “Agreement”) by and between Michael Brandt (“Executive”) and ViewRay, Inc. (the “Company”) is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
GENERAL RELEASE AGREEMENTGeneral Release Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of July 23, 2015, is entered into by and among ViewRay, Inc., formerly known as Mirax Corp., a Delaware corporation (“Seller”), Mirax Enterprise Corp., a Nevada corporation and a wholly-owned subsidiary of Seller (“Split-Off Subsidiary”), and Dinara Akzhigitova (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
AMENDMENT NO. 1ViewRay, Inc. • September 26th, 2016 • Electromedical & electrotherapeutic apparatus
This Amendment No. 1 is entered into as of August 13, 2008 (“Amendment Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and Euromechanics Medical GmbH, a German corporation (“Euromechanics”) that is the successor by merger to 3DLine GmbH, a German corporation (“3D Line”).
