STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 25th day of April, 2008, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), TomoTherapy Incorporated, a Wisconsin corporation (“TomoTherapy”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
SHAREHOLDER AGREEMENTShareholder Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin
THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of April, 2008, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), TomoTherapy Incorporated, a Wisconsin corporation (“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”) and 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 an “Series B Holder” and collectively, the “Series B Holders”) (TomoTherapy, the Series A Holders and the Series B Holders, together with any subsequent investors or transferees who become parties hereto pursuant to Sections 9.1 or 9.2 below, are referred to herein each
LIMITED EXCLUSIVE PATENT LICENSE AGREEMENT For DIELECTRIC WALL ACCELERATOR TECHNOLOGY For Particle and Radiotherapy Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and TOMOTHERAPY INCORPORATED LLNL Case No. TL02168-0.0 Lawrence Livermore National...Limited Exclusive Patent License Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • California
This license agreement (“Agreement”) is effective on the Effective Date by and between The Regents of the University of California (“THE REGENTS”), under its United States Department of Energy (“DOE”) Contract No. W-7405-ENG-48 to manage and operate Lawrence Livermore National Laboratory (“LLNL”), and TomoTherapy Incorporated (“LICENSEE”) a Wisconsin corporation having its principal place of business at 1240 Deming Way, Madison, Wisconsin 53717. THE REGENTS is a corporation organized and existing under the laws of the State of California, with its principal office at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200. THE REGENTS and LICENSEE are referred to jointly as “Parties.” This Agreement and the resulting license are subject to overriding obligations to the Federal Government pursuant to the provisions of THE REGENTS’ Contract No. W-7405-ENG-48 with the DOE for the operation of the LLNL and DOE’s grant of patent rights to THE REGENTS.
LIMITED EXCLUSIVE SUBLICENSE AGREEMENT For DIELECTRIC WALL ACCELERATOR TECHNOLOGY Between TOMOTHERAPY INCORPORATED And COMPACT PARTICLE ACCELERATION CORPORATIONLimited Exclusive Sublicense Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • California
This sublicense agreement (“Agreement”) is effective on April 25, 2008 (the “Effective Date”) by and between TomoTherapy, Incorporated (“TomoTherapy”) under its exclusive license with Lawrence Livermore National Security, LLC as amended (“LLNS”), and Compact Particle Acceleration Corporation (“LICENSEE”). TomoTherapy and LICENSEE are referred to jointly as “Parties.” This Agreement and the resulting license are subject to overriding obligations to the Federal Government pursuant to the provisions of TomoTherapy’s exclusive license agreement with LLNS and LLNS’s Contract No. DE-AC52-07NA27344 with the DOE for the operation of the Lawrence Livermore National Laboratory (“LLNL”).
INVESTORS’ RIGHTS AGREEMENT FOR COMPACT PARTICLE ACCELERATION CORPORATIONInvestors’ Rights Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 25th day of April, 2008, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Investor”), and any Additional Purchaser (as defined in the Purchase Agreement) that acquires Series B Common Stock and becomes a party to this Agreement in accordance with Section 4.9 hereof.
AMENDMENT ONE To LIMITED EXCLUSIVE PATENT LICENSE AGREEMENT For DIELECTRIC WALL ACCELERATOR TECHNOLOGY For Particle and Radiotherapy Between LAWRENCE LIVERMORE NATIONAL SECURITY, LLC and TOMOTHERAPY INCORPORATED LLNL Case No. TL02168-0.1 Lawrence...Limited Exclusive Patent License Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus
This Amendment One to the License Agreement by and between Lawrence Livermore National Security, LLC (“LLNS”) and TomoTherapy Incorporated (“LICENSEE”) will be effective as of the date of execution of this Amendment by the last signing Party. This Amendment and the associated License Agreement are subject to overriding obligations to the Federal Government pursuant to the provisions of LLNS’s Contract No DE-AC52-07NA27344 with the United States Department of Energy (“DOE”) for the operation of the Lawrence Livermore National Laboratory (“LLNL”).
