0001193125-15-268413 Sample Contracts
VIEWRAY INCORPORATED INCENTIVE STOCK OPTION AND REVERSE VESTING AGREEMENTIncentive Stock Option and Reverse Vesting Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • Delaware
This INCENTIVE 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”).
Standard Contracts
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSStandard Exclusive License Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
This Agreement is made effective the 15th day of December, 2004, (the “Effective Date”) by and between the University of Florida Research Foundation, Inc. (hereinafter called “UFRF”), a nonstock, nonprofit Florida corporation, and ViewRay, Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of the State of Florida;
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • Ohio
This Development and Supply Agreement (“Agreement”) is entered into as of June 1, 2010 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and Quality Electrodynamics, LLC, a Ohio limited liability company (“QED”).
PEKO 7/21/10 DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • New York
This Development and Supply Agreement (“Agreement”) is entered into as of July 2, 2010 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and PEKO Precision Products, Inc., a New York corporation (“PEKO”).
AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
This Amendment to Development and Supply Agreement (“Amendment”), dated as of January 20, 2015 (“Amendment Effective Date”) and is entered into by and between ViewRay, Inc., a Delaware corporation with its principal offices at 2 Thermo Fisher Way, Oakwood Village, OH 44146 (“ViewRay”) and Tesla Engineering Limited, a company organized under the laws of England and whose registered office is at Water Lane Industrial Estate, Storrington, West Sussex RH20 3EA (“Tesla”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • 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”).
ContractCobalt-60 Source Supply and Removal Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • Ontario
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
SECOND AMENDMENT TO LEASELease • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
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”).
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • Delaware
This Development and Supply Agreement (“Agreement”) is entered into as of July 9, 2009 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation with file number 4450114 and whose principal place of business is #2 Thermo Fisher Way, Oakwood Village, Ohio 44146, USA (“ViewRay”), and Tesla Engineering Limited, a company organized under the laws of England with registered company number 02786571 and whose registered office is at Water Lane Industrial Estate, Storrington, West Sussex RH20 3EA (“Tesla”).
LEASELease • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
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 • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • 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”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • New York
This Manufacturing and Supply Agreement (“Agreement”) is entered into as of September 18th, 2013 (“Effective Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and Japan Superconductor Technology, Inc., a corporation organized under the laws of Japan (“Jastec”). ViewRay and Jastec may each be referred to hereafter as a “party” or collectively as the “parties.”
VIEWRAY INCORPORATED NONSTATUTORY STOCK OPTION AND REVERSE VESTING AGREEMENTNonstatutory Stock Option and Reverse Vesting Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • 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 AGREEMENTContingent Equity Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • 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”).
ContractDevelopment and Supply Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ViewRay Incorporated Two Thermo Fisher Way Village of Oakwood, Ohio 44146Offer Letter • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • 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.
TERM LOAN AGREEMENT dated as of June 26, 2015 between VIEWRAY INCORPORATED as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P., CAPITAL...Term Loan Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • New York
TERM LOAN AGREEMENT, dated as of June 26, 2015 (this “Agreement”), among VIEWRAY INCORPORATED, a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto, CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P., CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P., PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P. and the Lenders from time to time party hereto.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VIEWRAY INCORPORATEDWarrant Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • California
This Warrant is issued to [ ], or its registered assigns (including any successors or assigns, the “Warrantholder”), in connection with that certain Securities Purchase Agreement, dated as of July 23, 2015, by and among ViewRay Incorporated (f/k/a Mirax Corp.), a Delaware corporation (the “Company”), and each of those persons and entities listed as a Purchaser on Annex A thereto (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • California
This Investor Certification Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.01 per share (the “Securities”), of ViewRay Incorporated, a Delaware corporation (the “Corporation”). The Securities are being offered and sold by the Corporation without registration under the Securities Act of 1933, as amended (the “Securities Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(a)(2) of the Securities Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling the Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you w
AGREEMENTContingent Equity Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • Delaware
This Agreement (“Agreement”) is made and entered into as of the Effective Time by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and each of the other parties identified on the signature pages to this Agreement that enters into this Agreement and delivers an executed counterpart of this Agreement to ViewRay by 10:00 AM ET on June 11, 2008 (the Effective Time).
AMENDMENT NO. 1Joint Development and Supply Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
This Amendment No. 1 is entered into as of August 13, 2008 (“Amendment Date”) by and between ViewRay Incorporated, a Delaware corporation (“ViewRay”), and Euromechanics Medical GmbH, a German corporation (“Euromechanics”) that is the successor by merger to 3DLine GmbH, a German corporation (“3D Line”).
ContractDevelopment and Supply Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
ContractContract Amendment • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
LOCK-UP AGREEMENTLock-Up Agreement • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail • California
This LOCK-UP AGREEMENT (this “Agreement”) is made as of July , 2015 by the undersigned person or entity (the “Restricted Holder”) and is being delivered to ViewRay, Inc., a Delaware corporation formerly known as Mirax Corp. (the “Parent”) in connection with the Merger (as defined below).
ContractContract Amendment No. 5 • July 29th, 2015 • ViewRay, Inc. • Retail-miscellaneous retail
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
