Viewray Inc Sample Contracts

—] Shares VIEWRAY INCORPORATED Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 23rd, 2015 • Viewray Inc • Electromedical & electrotherapeutic apparatus • New York
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Contract
Warrant 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.

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LOAN AND SECURITY AGREEMENT
Loan 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.

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

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VIEWRAY INCORPORATED INCENTIVE STOCK OPTION AND REVERSE VESTING AGREEMENT
Incentive 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”).

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STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS
Standard Exclusive License 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;

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Contract
Development and Supply 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.

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DEVELOPMENT AND SUPPLY AGREEMENT
Development 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”).

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PEKO 7/21/10 DEVELOPMENT AND SUPPLY AGREEMENT
Development 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”).

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AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENT
Development 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”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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Contract
Cobalt-60 Source Supply and 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.

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SECOND AMENDMENT TO LEASE
Lease • 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”).

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DEVELOPMENT AND SUPPLY AGREEMENT
Development 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”).

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LEASE
Lease • 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”).

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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”).

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MANUFACTURING AND SUPPLY AGREEMENT
Manufacturing 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.”

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DEVELOPMENT AND SUPPLY AGREEMENT
Development 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.

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FIRST AMENDMENT TO LEASE
Lease • February 13th, 2015 • Viewray Inc • 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”).

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VIEWRAY INCORPORATED NONSTATUTORY STOCK OPTION AND REVERSE VESTING AGREEMENT
Nonstatutory 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”).

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AMENDED AND RESTATED JOINT DEVELOPMENT AND SUPPLY AGREEMENT
Joint 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”).

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CONTINGENT EQUITY AGREEMENT
Contingent 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”).

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Contract
Development and Supply Agreement • February 13th, 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.

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ViewRay Incorporated Two Thermo Fisher Way Village of Oakwood, Ohio 44146
Offer Letter • 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.

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Contract
Joint Development and Supply Agreement • March 19th, 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.

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Contract
Standard Exclusive License Agreement With Sublicensing Terms • March 2nd, 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.

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AGREEMENT
Contingent Equity Agreement • 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).

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Contract
Development and Supply Agreement • January 29th, 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.

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AMENDMENT NO. 1
Joint Development and Supply Agreement • February 13th, 2015 • Viewray Inc • 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”).

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AMENDED AND RESTATED JOINT DEVELOPMENT AND SUPPLY AGREEMENT
Joint 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”).

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Contract
Development and Supply Agreement • January 29th, 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.

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SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor 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”).

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Contract
Standard Exclusive License Agreement With Sublicensing Terms • February 13th, 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.

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MASTER SERVICES AGREEMENT
Master 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.

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Contract
Contract Amendment • February 13th, 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.

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