Common use of Transfer to Competitor Clause in Contracts

Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act. [***] 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. [***] 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. Xxx Xxxxxxx 450,000 34.6 % Xxxx Xxxxx 468,875 35.8 % Xxx Xxxxxxx 135,875 10.4 % 0.0 % University of Florida 65,000 5.0 % Incentive Stock Plan 185,000 14.2 % TOTALS (Fully diluted) 1,301,750 — [***] 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. [***] 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. December 3, 2004 University of Florida Research Foundation, Inc. 219 Xxxxxxx hall XX Xxx 000000 Xxxxxxxxxxx XX 00000-0000 Ladies and Gentlemen: I am the Chief Executive Officer of ViewRay, Inc. This letter is delivered pursuant to Section 2.2.2 of the Equity Agreement in connection with License Agreement to be executed by and between the University of Florida Research Foundation, Inc. and ViewRay, Inc. (the Agreements). Except as otherwise set forth herein, all terms used in this letter shall have the meanings assigned to them in the Agreements. As of the date of this letter: 1) ViewRay has no subsidiaries; 2) ViewRay has all requisite corporate power and authority to a. Execute and deliver the Agreement; b. Sell and issue the UFRF Shares; and c. Perform its obligations under the terms of the Agreement. 3) Except as described in the Agreements a. There are no outstanding debt securities issued by ViewRay; b. ViewRay is not subject to any contract. Commitment, understanding or arrangement to redeem, repurchase or otherwise acquire or retire any shares of their capital stock, and there are no securities of ViewRay that contain any redemption or similar provisions; c. ViewRay is not a party to any agreement or arrangement obligating them to register the sale of its securities under the Securities Act of 1933 as amended (the “33 Act”); d. There are no securities or instruments containing anti-dilution or similar provsions that will be triggered by the issuance of the UFRF Shares; and

Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act. /s/ DD Initials [***] 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. Exhibit D Financial Statements /s/ DD Initials [***] 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. Exhibit E List of Stockholders and Optionholders Current Capitalization Table Shareholders: Cum. Shrs % Xxx Xxxxxxx 450,000 34.6 % Xxxx Xxxxx 468,875 465,875 35.8 % Xxx Xxxxxxx 135,875 10.4 % 0.0 % University of Florida 65,000 5.0 % Incentive Stock Plan 185,000 14.2 % TOTALS (Fully diluted) 1,301,750 — /s/ DD Initials [***] 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. Exhibit F Form of Opinion /s/ DD Initials [***] 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. December 3, 2004 University of Florida Research Foundation, Inc. 219 Xxxxxxx hall XX Xxx 000000 Xxxxxxxxxxx XX 00000-0000 Ladies and Gentlemen: I am the Chief Executive Officer of ViewRay, Inc. This letter is delivered pursuant to Section 2.2.2 of the Equity Agreement in connection with License Agreement to be executed by and between the University of Florida Research Foundation, Inc. and ViewRay, Inc. (the Agreements). Except as otherwise set forth herein, all terms used in this letter shall have the meanings assigned to them in the Agreements. As of the date of this letter: 1) ViewRay has no subsidiaries; 2) ViewRay has all requisite corporate power and authority to a. Execute and deliver the Agreement; b. Sell and issue the UFRF Shares; and c. Perform its obligations under the terms of the Agreement. 3) Except as described in the Agreements a. There are no outstanding debt securities issued by ViewRay; b. ViewRay is not subject to any contract. Commitment, understanding or arrangement to redeem, repurchase or otherwise acquire or retire any shares of their capital stock, and there are no securities of ViewRay that contain any redemption or similar provisions; c. ViewRay is not a party to any agreement or arrangement obligating them to register the sale of its securities under the Securities Act of 1933 as amended (the “33 Act”); d. There are no securities or instruments containing anti-dilution or similar provsions that will be triggered by the issuance of the UFRF Shares; and

Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act. /s/ DD [***] 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. /s/ DD [***] 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. Xxx Xxxxxxx 450,000 34.6 % Xxxx Xxxxx 468,875 465,875 35.8 % Xxx Xxxxxxx 135,875 10.4 % 0.0 % University of Florida 65,000 5.0 % Incentive Stock Plan 185,000 14.2 % TOTALS (Fully diluted) 1,301,750 — /s/ DD [***] 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. /s/ DD [***] 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. December 3, 2004 University of Florida Research Foundation, Inc. 219 Xxxxxxx hall XX Xxx 000000 Xxxxxxxxxxx XX 00000-0000 Ladies and Gentlemen: I am the Chief Executive Officer of ViewRay, Inc. This letter is delivered pursuant to Section 2.2.2 of the Equity Agreement in connection with License Agreement to be executed by and between the University of Florida Research Foundation, Inc. and ViewRay, Inc. (the Agreements). Except as otherwise set forth herein, all terms used in this letter shall have the meanings assigned to them in the Agreements. As of the date of this letter: 1) ViewRay has no subsidiaries; 2) ViewRay has all requisite corporate power and authority to a. Execute and deliver the Agreement; b. Sell and issue the UFRF Shares; and c. Perform its obligations under the terms of the Agreement. 3) Except as described in the Agreements a. There are no outstanding debt securities issued by ViewRay; b. ViewRay is not subject to any contract. Commitment, understanding or arrangement to redeem, repurchase or otherwise acquire or retire any shares of their capital stock, and there are no securities of ViewRay that contain any redemption or similar provisions; c. ViewRay is not a party to any agreement or arrangement obligating them to register the sale of its securities under the Securities Act of 1933 as amended (the “33 Act”); d. There are no securities or instruments containing anti-dilution or similar provsions that will be triggered by the issuance of the UFRF Shares; and