0000950123-14-012213 Sample Contracts

VIEWRAY INCORPORATED INCENTIVE STOCK OPTION AND REVERSE VESTING AGREEMENT
Incentive Stock Option and Reverse Vesting Agreement • November 14th, 2014 • 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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SECOND AMENDMENT TO LEASE
Lease • November 14th, 2014 • 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”).

LEASE
Lease • November 14th, 2014 • 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 • November 14th, 2014 • 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”).

VIEWRAY INCORPORATED NONSTATUTORY STOCK OPTION AND REVERSE VESTING AGREEMENT
Nonstatutory Stock Option and Reverse Vesting Agreement • November 14th, 2014 • 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”).

CONTINGENT EQUITY AGREEMENT
Contingent Equity Agreement • November 14th, 2014 • 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”).

ViewRay Incorporated Two Thermo Fisher Way Village of Oakwood, Ohio 44146
Restricted Stock Purchase Agreement • November 14th, 2014 • 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.

SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 14th, 2014 • 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 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”).

FIRST AMENDMENT TO LEASE
Viewray Inc • November 14th, 2014 • 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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