ACCURAY INCORPORATED INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2022 • Accuray Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Accuray Incorporated, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2009 • Accuray Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 2009 by and between Accuray Incorporated, a Delaware corporation (the “Company”), and (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTSeparation Agreement and General Release • May 8th, 2023 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2023 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Jesse Chew (“Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 17th, 2022 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Executive Employment Agreement (“Agreement”) is entered into and effective as of May 9, 2022 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Ali Pervaiz (“Executive”).
SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENTGuarantee and Collateral Agreement • August 17th, 2021 • Accuray Inc • Surgical & medical instruments & apparatus • New York
THIS Credit Agreement (this “Agreement”), dated as of May 6, 2021, is entered into by and among ACCURAY INCORPORATED, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 2nd, 2023 • Accuray Inc • Surgical & medical instruments & apparatus • New York
This First Amendment to Credit Agreement (this “Amendment”) dated and effective as of October 28, 2022 (the “First Amendment Effective Date”) by and among ACCURAY INCORPORATED, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto (the “Lenders”) and SILICON VALLEY BANK (“SVB”), as the Administrative Agent (SVB, in such capacity, the “Administrative Agent”), and as the Issuing Lender and the Swingline Lender.
RENEWAL EXECUTIVE EMPLOYMENT AGREEMENTSeparation Agreement and General Release • May 9th, 2013 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2013 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”) and Theresa Dadone (“Executive”).
January 7, 2011 Darren J. MillikenGeneral Release and Separation Agreement • May 10th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus
Accuray Incorporated (the “Company”) is pleased to offer you continued employment as the Senior Vice President, General Counsel and Corporate Secretary of the Company on the terms and conditions set forth in this employment agreement (the “Agreement”), effective as of January 1, 2011 (the “Effective Date”). This letter amends and restates in its entirety your previous employment agreement, dated as of May 6, 2009 (the “Previous Employment Agreement”). You and the Company mutually agree to have the following terms govern your continued employment.
ACCURAY INCORPORATED and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of May 13, 2021 3.75% CONVERTIBLE SENIOR NOTES DUE 2026Accuray Incorporated • May 18th, 2021 • Accuray Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of May 13, 2021, between Accuray Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
AMENDED AND RESTATED RENEWAL EXECUTIVE EMPLOYMENT AGREEMENTRenewal Executive Employment Agreement • February 5th, 2018 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Renewal Executive Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Joshua H. Levine (“Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 25th, 2017 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Separation Agreement and General Release (this “Agreement”) is hereby entered into by and between Kelly Londy, an individual (“Executive”), and Accuray Incorporated, a Delaware corporation, on behalf of itself and all of its subsidiaries (collectively, the “Company”).
AGREEMENT FOR CONSULTING SERVICESAgreement for Consulting Services • November 8th, 2013 • Accuray Inc • Surgical & medical instruments & apparatus
This Consulting Services Agreement (“Agreement”) is made and entered into by and between Derek A. Bertocci (“CONSULTANT”) and Accuray Incorporated (“ACCURAY”). This Agreement shall be effective as of September 3, 2013 (“Effective Date”).
May 14, 2009 Darren J. Milliken 12989 Del Valle Court Los Altos Hills, CA 94022Accuray Inc • September 9th, 2009 • Surgical & medical instruments & apparatus
Accuray Incorporated (the “Company”) is pleased to extend this offer of employment as the Senior Vice President, General Counsel and Corporate Secretary on the terms and conditions set forth in this letter (the “Agreement”), effective as of May 6, 2009 (the “Effective Date”).
Accuray Incorporated % Convertible Notes due 2026 SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) Dated as of May [•], 2021Subscription Agreement • May 12th, 2021 • Accuray Inc • Surgical & medical instruments & apparatus • New York
Attached are Subscription Procedures for the settlement of the subscription of newly issued [•]% Convertible Senior Notes due 2026 (the “New Notes”) of Accuray Incorporated (the “Company”) pursuant to the Subscription Agreement, dated as of May [•], 2021, between you and the Company which is expected to occur on or about May [•], 2021. To ensure timely settlement, please follow the instructions for subscribing for New Notes as set forth on the following page.
ACCURAY INCORPORATED Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 7th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus • New York
Accuray Incorporated, a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of shares of common stock, par value $0.001 per share (the "Stock"), of the Company (the "Company Underwritten Shares") and certain stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose to sell to the Underwriters an aggregate of shares of Stock (the "Selling Stockholders Underwritten Shares"). In addition, at the option of the Underwriters, the Company proposes to sell to the Underwriters up to an additional shares of Stock (the "Company Option Shares") and the Selling Stockholders propose to sell to the Underwriters up to an additional shares of Stock (the "Selling Stockholders Option Shares"). The aggregate of shares of the Company Underwritten Shares and the Selling Stockholders Underwritten Shares a
RE: OFFER OF EMPLOYMENT AND EMPLOYMENT TERMSAccuray Inc • September 15th, 2008 • Surgical & medical instruments & apparatus
Accuray Incorporated (the “Company”) is pleased to offer you employment as our Senior Vice President of Finance on the terms and conditions set forth in this letter, effective as of March 3, 2008 (the “Effective Date”). Your employment Start Date will be the Effective Date. In the event that you do not commence employment with the Company on the Effective Date, this Agreement shall be of no further force or effect, and you shall have no rights to compensation, benefits or other consideration hereunder. This offer of employment is contingent upon successful completion of a reference and background check as mentioned in the release you submitted.
PATENT AND TRADEMARK LICENSE AGREEMENTPatent and Trademark License Agreement • February 7th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus
THIS PATENT AND TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of November 29, 2006 (the “Effective Date”) by and between Accuray Incorporated (hereinafter referred to as “LICENSOR”), a California corporation, and Forte Automation Systems, Inc. (hereinafter referred to as “LICENSEE”), an Illinois corporation. LICENSOR and LICENSEE are hereafter occasionally referred to as a “Party” or “Parties,” as indicated by the context.
EXCLUSIVE MANUFACTURING AGREEMENTExclusive Manufacturing Agreement • January 16th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus • Illinois
This Exclusive Manufacturing Agreement ("Agreement") is effective November 29, 2006 ("Effective Date"), by and between Forte Automation Systems, Inc. ("FORTE"), an Illinois corporation, and Accuray Incorporated ("ACCURAY"), a California corporation.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 6th, 2024 • Accuray Inc • Surgical & medical instruments & apparatus • New York
This Fourth Amendment to Credit Agreement (this “Amendment”) dated and effective as of September 11, 2024 (the “Fourth Amendment Effective Date”) by and among ACCURAY INCORPORATED, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto (the “Lenders”) and SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (“SVB”), as the Administrative Agent (SVB, in such capacity, the “Administrative Agent”), and as the Issuing Lender and the Swingline Lender.
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • January 27th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus
This General Release and Separation Agreement (hereafter “Agreement”) is entered into between Eric Lindquist (the “Executive”), and Accuray Incorporated (the “Company”), effective on the eighth calendar day following the Executive’s signature (the “Effective Date”), unless he revokes his acceptance in accordance with the terms of Section 6(b), below.
Patent License AgreementPatent License Agreement • February 7th, 2014 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Patent License Agreement (the “Agreement”) is entered into as of December 10, 2010 (“Effective Date”), by and between CyberHeart, Inc., a Delaware corporation, with its principal place of business at 3282 Alpine Road, Portola Valley, CA 94028 (“Licensor”), and Accuray Incorporated, a Delaware corporation, with its principal place of business at 1310 Chesapeake Terrace, Sunnyvale, CA 94089 (“Licensee”). In this Agreement, Licensor and Licensee may be referred to each individually as a “Party” or collectively as “Parties.”
SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT COMPACT PARTICLE ACCELERATION CORPORATIONJoinder Agreement • March 25th, 2013 • Accuray Inc • Surgical & medical instruments & apparatus • Wisconsin
THIS SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”), is made and entered into as of the 20th day of April, 2012, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), Accuray Incorporated, a Delaware corporation (“Accuray”), TomoTherapy Incorporated, a Wisconsin corporation and wholly owned subsidiary of Accuray (“TomoTherapy”), each holder of the Company’s Series A Common Stock, $0.001 par value per share (“Series A Common Stock”), listed on Schedule A (each a “Series A Holder” and collectively, the “Series A Holders”), each holder of Series B Common Stock, $0.001 par value per share (“Series B Common Stock” and, together with the Series A Common Stock and all other common stock as described in the Articles (as defined below), the “Common Stock”), listed on Schedule B (each a “Series B Holder” and collectively, the “Series B Holders”), each holder of the Company’s Series A Preferred Stock, $0.001 par value per share (“Se
Re: Amended and Restated Employment AgreementGeneral Release and Separation Agreement • November 8th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus • California
Accuray Incorporated (the “Company”) is pleased to offer you continued employment as the President and Chief Executive Officer of the Company on the terms and conditions set forth in this employment agreement (the “Agreement”), effective as of October 1, 2011 (the “Effective Date”). This letter amends and restates in its entirety your previous employment agreement, dated as of January 1, 2011 (the “Previous Employment Agreement”). You and the Company mutually agree to have the following terms govern your continued employment:
Customer: Account Number: ("Customer") Contact Name: Quote ID: Address: Revision Number: Revision Date: RSD Contact:Cyberknife Shared Ownership Agreement • December 22nd, 2006 • Accuray Inc • Surgical & medical instruments & apparatus • California
Only valid for primary customer named above. This CyberKnife Shared Ownership Agreement ("Agreement") is non-transferable and not for export outside the U.S.
NONEXCLUSIVE END-USER SOFTWARE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND ACCURAY, INC. OFFICIAL USE ONLY May be exempt from public release under the Freedom of Information Act (5 U.S.C. 552), exemption number and...Non-Exclusive Software License Agreement • November 13th, 2006 • Accuray Inc • California
THIS LICENSE AGREEMENT, hereinafter referred to as "License Agreement" is entered into by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a nonprofit educational institution and a public corporation of the State of California having its principal office at 1111 Franklin Street, Oakland, CA 94607, hereinafter referred to as the "University," and Accuray Inc., 1310 Chesapeake Terrace, Sunnyvale, CA 94089 hereinafter referred to as the "Licensee," the parties to this License Agreement being referred to individually as a "Party," and collectively as "Parties."
Accuray Letterhead] November 10, 2006Accuray Inc • November 13th, 2006
Accuray Incorporated (the "Company") is pleased to offer to continue your employment as Senior Vice President, Chief Marketing Officer of the Company on the terms and conditions set forth in this letter, effective as of November 10, 2006 (the "Effective Date"). This letter amends and restates in its entirety that certain employment letter, dated as of October 11, 2004, between you and the Company (the "Original Employment Letter").
CYBERKNIFE G4 PLACEMENT AGREEMENT ACCURAY INCORPORATED—[NAME OF INSTITUTION]Cyberknife® G4 Placement Agreement • November 13th, 2006 • Accuray Inc • California
This CyberKnife® G4 Placement Agreement ("Agreement") is made and entered into as of , 2006 ("Effective Date") by and between Accuray Incorporated, a California corporation, with offices located at 1310 Chesapeake Terrace, Sunnyvale, California 94089 ("Accuray") and , located at ("Institution").
AGREEMENT FOR CONSULTING SERVICESAgreement for Consulting Services • November 5th, 2015 • Accuray Inc • Surgical & medical instruments & apparatus
This Consulting Services Agreement (“Agreement”) is made and entered into by and between Gregory E. Lichtwardt (“CONSULTANT”) and Accuray Incorporated (“ACCURAY”). This Agreement shall be effective as of September 15, 2015 (“Effective Date”).
ACCURAY CYBERKNIFE® INTERNATIONAL SILVER ELITE SERVICE AGREEMENTSilver Elite Service Agreement • November 13th, 2006 • Accuray Inc
September 13, 2011 Kelly J. LondyAccuray Inc • November 8th, 2011 • Surgical & medical instruments & apparatus
Accuray Incorporated (the “Company”) is pleased to offer you the position of Senior Vice President, Chief Commercial Officer on the terms and conditions set forth in this letter (the “Agreement”), effective as of your employment start date (the “Effective Date” and “Start Date”). In the event that you do not commence employment with the Company on the Effective Date, this Agreement shall be of no further force or effect, and you shall have no rights to compensation, benefits or other consideration hereunder. This offer of employment is contingent upon successful completion of a reference and background check as mentioned in the release you submitted.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • September 10th, 2008 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Independent Contractor Agreement (“Agreement”) is made effective as of April 1, 2008 by and between Accuray Incorporated, a Delaware corporation (the “Company”), and John Adler, M.D. (“Contractor” and, together with the Company, the “Parties”). The Company desires to retain Contractor as an independent contractor to perform certain services for the Company and Contractor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the Parties agree as follows:
October 1, 2010 Theresa L. DadoneAccuray Inc • January 27th, 2011 • Surgical & medical instruments & apparatus
Accuray Incorporated (the “Company”) is pleased to offer continued employment as the Senior Vice President, Human Resources of the Company on the terms and conditions set forth in this agreement, effective as of October 1, 2010 (the “Effective Date”). This letter amends and restates in its entirety that certain employment letter, dated as of October 22, 2008 between you and the Company (the “Employment Letter”). You and the Company mutually agree to amend and restate the provisions of the Employment Letter as follows:
AGREEMENT AND PLAN OF MERGER OF ACCURAY INCORPORATED, A DELAWARE CORPORATION, AND ACCURAY INCORPORATED, A CALIFORNIA CORPORATIONAgreement and Plan of Merger • February 7th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT AND PLAN OF MERGER dated as of February 3, 2007 (the “Agreement”) is between Accuray Incorporated, a Delaware corporation (“Accuray Delaware”), and Accuray Incorporated, a California corporation (“Accuray California”). Accuray Delaware and Accuray California are sometimes referred to herein as the “Constituent Corporations.”
CYBERKNIFE TRANSFER AGREEMENTCyberknife Transfer Agreement • January 16th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus
This CyberKnife Transfer Agreement (hereinafter called "Agreement") is made effective on the 6th day of March 2006 ("Effective Date"), by and between Accuray Incorporated (hereinafter called "Accuray"), Marubeni Corporation and Meditec Corporation (hereinafter jointly called "Meditec") (individually a "Party" and collectively the "Parties").
CONSULTING AGREEMENTConsulting Agreement • August 17th, 2022 • Accuray Inc • Surgical & medical instruments & apparatus
This Consulting Agreement (this “Agreement”) is made and entered into by and between Joshua H. Levine (“CONSULTANT”) and Accuray Incorporated (“ACCURAY”), effective as of July 1, 2022 (“Effective Date”).
