Mevion Medical Systems, Inc. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
Mevion Medical Systems, Inc., 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 [—] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [—] shares of common stock of the Company (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 after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MEVION MEDICAL SYSTEMS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MEVION MEDICAL SYSTEMS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE MEVION MEDICAL SYSTEMS, INC.Incentive Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER MEVION MEDICAL SYSTEMS, INC.Non-Qualified Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE CONSULTANTS UNDER THE MEVION MEDICAL SYSTEMS, INC.Non-Qualified Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Consultant of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY and STILL RIVER SYSTEMS, INC. PATENT LICENSE AGREEMENTPatent License Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Still River Systems, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 300 Foster Street, Littleton, MA 01460.
NON-DISCLOSURE, DEVELOPMENTS AND NON-COMPETITION AGREEMENTMevion Medical Systems, Inc. • September 11th, 2014 • Electromedical & electrotherapeutic apparatus • Massachusetts
In consideration and as a condition of my service in the capacity of an employee, officer, director or consultant (“Business Relationship”) to Mevion Medical Systems Incorporated, and any of its subsidiaries, divisions or affiliates (the “Company”), I hereby agree as follows:
LOAN AGREEMENT dated as of June 25, 2013 between LIFE SCIENCES ALTERNATIVE FUNDING LLC as Lender and MEVION MEDICAL SYSTEMS, INC. as BorrowerLoan Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Loan Agreement (this “Agreement”), dated as of June 25, 2013, is entered into between Life Sciences Alternative Funding LLC, a Delaware limited liability company, as lender (“Lender”), and Mevion Medical Systems, Inc., a Delaware corporation, as borrower (“Borrower”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Amendment No. 1 dated as of February 7, 2014 (this “Amendment”) to the Loan Agreement dated as of June 25, 2013 (the “Existing Loan Agreement”) is entered into between Life Sciences Alternative Funding LLC, a Delaware limited liability company, as lender (“Lender”), Mevion Medical Systems, Inc., a Delaware corporation, as borrower (“Borrower”), and Mevion Medical Systems UK, LLC, a Delaware limited liability company, as guarantor (“Guarantor”), pursuant to and in accordance with Section 13.05 of the Existing Loan Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Existing Loan Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of January 23rd ,2012 (the “Effective Date”) between Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), and Michael Cogswell (the “Executive”).
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 12, 2012, by and among Mevion Medical Systems, Inc., a Delaware corporation (together with all of its subsidiaries, the “Company”), and the investors listed on Exhibit A hereto and each person who shall join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule I attached hereto. Such persons collectively are referred to hereinafter as the “Investors” and each individually as an “Investor.”
FIRST AMENDMENTMevion Medical Systems, Inc. • October 10th, 2014 • Electromedical & electrotherapeutic apparatus
This First Amendment is entered into this 19th day of June 2013 (the “Effective Date”) and amends the License Agreement dated June 20, 2011 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as “M.I.T.”) and Mevion Medical Systems, Inc., a Delaware corporation having its principal office at 300 Foster Street, Littleton, MA 01460 (hereinafter referred to as “COMPANY”).
MEVION MEDICAL SYSTEMS, INC. RESTRICTED STOCK PURCHASE AGREEMENTMevion Medical • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This stock purchase satisfies in full all commitments that the Company has heretofore made to the Stockholder with respect to the issuance of stock, stock options or other equity securities.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS...Mevion Medical Systems, Inc. • September 11th, 2014 • Electromedical & electrotherapeutic apparatus • Delaware
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS...Mevion Medical Systems, Inc. • September 11th, 2014 • Electromedical & electrotherapeutic apparatus • Delaware
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Amendment No. 2 dated as of August 19, 2014 (this “Amendment”) to the Loan Agreement dated as of June 25, 2013, (as amended by Amendment No. 1 to Loan Agreement dated as of February 7, 2014, by the Letter Agreement dated as of February 7, 2014, the Letter Waiver dated June 10, 2014, the Letter Agreement, dated as of June 10, 2014 and the Letter Consent, dated as of August 14, 2014, the “Existing Loan Agreement”) is entered into between MMS Funding LLC, a Delaware limited liability company, as lender (“Lender”), Mevion Medical Systems, Inc., a Delaware corporation, as borrower (“Borrower”), and Mevion Medical Systems UK, LLC, a Delaware limited liability company, as guarantor (“Guarantor”), pursuant to and in accordance with Section 13.05 of the Existing Loan Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Existing Loan Agreement.
SECURITY AGREEMENT dated as of June 25, 2013 between LIFE SCIENCES ALTERNATIVE FUNDING LLC as Grantee and MEVION MEDICAL SYSTEMS, INC. and MEVION MEDICAL SYSTEMS UK, LLC as GrantorSecurity Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Security Agreement (this “Agreement”), dated as of June 25, 2013, is entered into between Life Sciences Alternative Funding LLC, a Delaware limited liability company, as grantee (“Grantee”), and Mevion Medical Systems, Inc. (“Borrower”), a Delaware corporation, and Mevion Medical Systems UK, LLC, a Delaware limited liability company (“Guarantor”), as grantors (collectively, and jointly and severally, “Grantor”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of January 23rd ,2012 (the “Effective Date”) between Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), and Michael Cogswell (the “Executive”).
ContractNote and Warrant Purchase Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE MEVION MEDICAL SYSTEMS, INC.Restricted Stock Award Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Mevion Medical Systems, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
MASTER PURCHASE AGREEMENT between MEVION MEDICAL SYSTEMS, INC. and STORRINGTON INDUSTRIES LIMITED AGREEMENTMaster Purchase Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Master Purchase Agreement (this “Agreement”) is entered into as of May 10, 2012 (the “Effective Date”) by and between Mevion Medical Systems, Inc., a Delaware corporation with a business address of 300 Foster Street, Littleton, Massachusetts 01460 (“BUYER”), and Storrington Industries Limited, a UK corporation, with a business address of Unit 1, Water Lane, Storrington, RH20 3EA, United Kingdom (“SELLER”).
MEVION MEDICAL SYSTEMS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This option satisfies in full all commitments that the Company has heretofore made to the Optionee with respect to the issuance of stock, stock options or other equity securities.
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE...Mevion Medical Systems, Inc. • September 11th, 2014 • Electromedical & electrotherapeutic apparatus • Delaware
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER MEVION MEDICAL SYSTEMS , INC.Restricted Stock Unit Award Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
MEVION MEDICAL SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This option satisfies in full all commitments that the Company has heretofore made to the Optionee with respect to the issuance of stock, stock options or other equity securities.
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of September 1, 2009 (the “Effective Date”) between Still River Systems, Inc., a Delaware corporation (the “Company”) and Joseph Jachinowski (the “Executive”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MEVION MEDICAL SYSTEMS, INC.Restricted Stock Unit Award Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
