MASSACHUSETTS INSTITUTE OF TECHNOLOGY and STILL RIVER SYSTEMS, INC. PATENT LICENSE AGREEMENTPatent License Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Still River Systems, Inc. (“COMPANY”), a Delaware corporation, with a principal place of business at 300 Foster Street, Littleton, MA 01460.
LOAN AGREEMENT dated as of June 25, 2013 between LIFE SCIENCES ALTERNATIVE FUNDING LLC as Lender and MEVION MEDICAL SYSTEMS, INC. as BorrowerLoan Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Loan Agreement (this “Agreement”), dated as of June 25, 2013, is entered into between Life Sciences Alternative Funding LLC, a Delaware limited liability company, as lender (“Lender”), and Mevion Medical Systems, Inc., a Delaware corporation, as borrower (“Borrower”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Amendment No. 1 dated as of February 7, 2014 (this “Amendment”) to the Loan Agreement dated as of June 25, 2013 (the “Existing Loan Agreement”) is entered into between Life Sciences Alternative Funding LLC, a Delaware limited liability company, as lender (“Lender”), Mevion Medical Systems, Inc., a Delaware corporation, as borrower (“Borrower”), and Mevion Medical Systems UK, LLC, a Delaware limited liability company, as guarantor (“Guarantor”), pursuant to and in accordance with Section 13.05 of the Existing Loan Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Existing Loan Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of January 23rd ,2012 (the “Effective Date”) between Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), and Michael Cogswell (the “Executive”).
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 12, 2012, by and among Mevion Medical Systems, Inc., a Delaware corporation (together with all of its subsidiaries, the “Company”), and the investors listed on Exhibit A hereto and each person who shall join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule I attached hereto. Such persons collectively are referred to hereinafter as the “Investors” and each individually as an “Investor.”
FIRST AMENDMENTLicense Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment is entered into this 19th day of June 2013 (the “Effective Date”) and amends the License Agreement dated June 20, 2011 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as “M.I.T.”) and Mevion Medical Systems, Inc., a Delaware corporation having its principal office at 300 Foster Street, Littleton, MA 01460 (hereinafter referred to as “COMPANY”).
NON-DISCLOSURE, DEVELOPMENTS AND NON-COMPETITION AGREEMENTNon-Disclosure Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
In consideration and as a condition of my service in the capacity of an employee, officer, director or consultant (“Business Relationship”) to Mevion Medical Systems Incorporated, and any of its subsidiaries, divisions or affiliates (the “Company”), I hereby agree as follows:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS...Subordination Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS...Subordination Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Amendment No. 2 dated as of August 19, 2014 (this “Amendment”) to the Loan Agreement dated as of June 25, 2013, (as amended by Amendment No. 1 to Loan Agreement dated as of February 7, 2014, by the Letter Agreement dated as of February 7, 2014, the Letter Waiver dated June 10, 2014, the Letter Agreement, dated as of June 10, 2014 and the Letter Consent, dated as of August 14, 2014, the “Existing Loan Agreement”) is entered into between MMS Funding LLC, a Delaware limited liability company, as lender (“Lender”), Mevion Medical Systems, Inc., a Delaware corporation, as borrower (“Borrower”), and Mevion Medical Systems UK, LLC, a Delaware limited liability company, as guarantor (“Guarantor”), pursuant to and in accordance with Section 13.05 of the Existing Loan Agreement. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Existing Loan Agreement.
NON-DISCLOSURE, DEVELOPMENTS AND NON-COMPETITION AGREEMENTNon-Disclosure, Developments and Non-Competition Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
In consideration and as a condition of my service in the capacity of an employee, officer, director or consultant (“Business Relationship”) to Still River Systems Incorporated, and any of its subsidiaries, divisions or affiliates (the “Company”), I hereby agree as follows:
SECURITY AGREEMENT dated as of June 25, 2013 between LIFE SCIENCES ALTERNATIVE FUNDING LLC as Grantee and MEVION MEDICAL SYSTEMS, INC. and MEVION MEDICAL SYSTEMS UK, LLC as GrantorSecurity Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Security Agreement (this “Agreement”), dated as of June 25, 2013, is entered into between Life Sciences Alternative Funding LLC, a Delaware limited liability company, as grantee (“Grantee”), and Mevion Medical Systems, Inc. (“Borrower”), a Delaware corporation, and Mevion Medical Systems UK, LLC, a Delaware limited liability company (“Guarantor”), as grantors (collectively, and jointly and severally, “Grantor”).
ContractNote and Warrant Purchase Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
MASTER PURCHASE AGREEMENT between MEVION MEDICAL SYSTEMS, INC. and STORRINGTON INDUSTRIES LIMITED AGREEMENTMaster Purchase Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Master Purchase Agreement (this “Agreement”) is entered into as of May 10, 2012 (the “Effective Date”) by and between Mevion Medical Systems, Inc., a Delaware corporation with a business address of 300 Foster Street, Littleton, Massachusetts 01460 (“BUYER”), and Storrington Industries Limited, a UK corporation, with a business address of Unit 1, Water Lane, Storrington, RH20 3EA, United Kingdom (“SELLER”).
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE...Warrant Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This instrument and the rights and obligations evidenced hereby and any security interests or other liens securing such obligations are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of August 19, 2014 (as amended, restated, superseded, replaced, succeeded, substituted, supplemented or otherwise modified from time to time in accordance with its terms, the “Subordination Agreement”) among Mevion Medical Systems, Inc. (“Borrower”), Life Sciences Alternative Funding LLC (the “Senior Lender”), and the other parties thereto to all obligations owing by Borrower to Senior Lender (including interest, expenses and fees) as described in the Subordination Agreement. Each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 11th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of September 1, 2009 (the “Effective Date”) between Still River Systems, Inc., a Delaware corporation (the “Company”) and Joseph Jachinowski (the “Executive”).
