Mevion Medical Systems, Inc. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [—] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MEVION MEDICAL SYSTEMS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MEVION MEDICAL SYSTEMS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Mevion Medical Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE MEVION MEDICAL SYSTEMS, INC.Incentive Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER MEVION MEDICAL SYSTEMS, INC.Non-Qualified Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE CONSULTANTS UNDER THE MEVION MEDICAL SYSTEMS, INC.Non-Qualified Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Consultant of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY and STILL RIVER SYSTEMS, INC. PATENT LICENSE AGREEMENTPatent License Agreement • October 10th, 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 • October 10th, 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 • October 10th, 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.
FIRST AMENDMENTLicense Agreement • October 10th, 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”).
MEVION MEDICAL SYSTEMS, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This stock purchase satisfies in full all commitments that the Company has heretofore made to the Stockholder with respect to the issuance of stock, stock options or other equity securities.
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 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”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE MEVION MEDICAL SYSTEMS, INC.Restricted Stock Award Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Mevion Medical Systems, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
MEVION MEDICAL SYSTEMS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This option satisfies in full all commitments that the Company has heretofore made to the Optionee with respect to the issuance of stock, stock options or other equity securities.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER MEVION MEDICAL SYSTEMS , INC.Restricted Stock Unit Award Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
MEVION MEDICAL SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This option satisfies in full all commitments that the Company has heretofore made to the Optionee with respect to the issuance of stock, stock options or other equity securities.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MEVION MEDICAL SYSTEMS, INC.Restricted Stock Unit Award Agreement • October 10th, 2014 • Mevion Medical Systems, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Mevion Medical Systems, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mevion Medical Systems, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
