Exhibit 99.1 To: Mirax Corp. Prospekt 60-letiya Oktyabrya, 18/ 1, App. 1, Moscow, Russia, 117218 Phone: +1 702 751 3604 MIRAX CORP. SUBSCRIPTION AGREEMENT The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to...Subscription Agreement • April 17th, 2014 • Mirax Corp • Retail-miscellaneous retail
16,216,217 Shares VIEWRAY, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2018 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
VIEWRAY, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • May 10th, 2018 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 31st, 2018 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • Ohio
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 28, 2018 (the “Effective Date”) by and among SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), VIEWRAY, INC., a Delaware corporation (“Viewray”) and VIEWRAY TECHNOLOGIES, INC., a Delaware corporation (“Technologies”, and together with Viewray, individually and collectively, jointly and severally, the “Borrower”) each with offices located at 2 Thermo Fisher Way, Oakwood Village, Ohio 44146, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
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, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • January 30th, 2017 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
ViewRay, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”) as follows:
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”).
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”).
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSStandard Exclusive License 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;
ContractDevelopment and Supply 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.
12,500,000 Shares1 ViewRay, Inc. Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2021 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
ViewRay, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,500,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,875,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
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”).
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”).
ContractCobalt-60 Source Supply and 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.
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 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2018 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of this 5th day of March, 2018 by and among ViewRay, Inc., a Delaware corporation (the “Company”), and Strong Influence Limited, a British Virgin Islands corporation (the “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2015 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 23, 2015, by and among ViewRay, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO LEASELease • September 26th, 2016 • 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”).
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”).
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”).
ContractDevelopment and Supply 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.
ViewRay Incorporated Two Thermo Fisher Way Village of Oakwood, Ohio 44146Offer Letter • 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.
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.
ContractJoint Development and Supply 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.
ContractStandard Exclusive License Agreement With Sublicensing Terms • 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.
