SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT COMPACT PARTICLE ACCELERATION CORPORATIONShareholder Agreement • September 10th, 2012 • Accuray Inc • Surgical & medical instruments & apparatus • Wisconsin
THIS SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”), is made and entered into as of the 20th day of April, 2012, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), Accuray Incorporated, a Delaware corporation (“Accuray”), TomoTherapy Incorporated, a Wisconsin corporation and wholly owned subsidiary of Accuray (“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”), 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 a “Series B Holder” and collectively, the “Series B Holders”), each holder of the Company’s Series A Preferred Stock, $0.001 par value per share (“Se
SERIES B COMMON STOCK PURCHASE AGREEMENTSeries B Common Stock Purchase Agreement • September 10th, 2012 • Accuray Inc • Surgical & medical instruments & apparatus
THIS SERIES B COMMMON STOCK PURCHASE AGREEMENT (this “Series B Purchase Agreement”) is made as of the 20th day of April, 2012 by and between Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), and Accuray Incorporated, a Delaware corporation (“Purchaser”). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement (as defined below).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT FOR COMPACT PARTICLE ACCELERATION CORPORATIONInvestors’ Rights Agreement • September 10th, 2012 • Accuray Inc • Surgical & medical instruments & apparatus • Wisconsin
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 20th day of April, 2012, 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 A Preferred Stock, Series A-1 Preferred Stock or Series B Common Stock and becomes a party to this Agreement in accordance with Section 4.9 hereof.
AMENDED AND RESTATED LIMITED EXCLUSIVE SUBLICENSE AND CROSS-LICENSE AGREEMENT For DIELECTRIC WALL ACCELERATOR TECHNOLOGY Between TOMOTHERAPY INCORPORATED And COMPACT PARTICLE ACCELERATION CORPORATIONLimited Exclusive Sublicense and Cross-License Agreement • September 10th, 2012 • Accuray Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Sublicense and Cross-License Agreement (this “Agreement”) is effective as of April 20, 2012 (the “Effective Date”) by and between TomoTherapy Incorporated, a wholly-owned subsidiary of Accuray Incorporated (“TomoTherapy”), and Compact Particle Acceleration Corporation (“CPAC”). TomoTherapy and CPAC are referred to jointly as “Parties.”
