EX-10.24 (b)




 Exhibit 10.24(b) 

AMENDMENT NO. 1 TO TERM LOAN AGREEMENT 

THIS AMENDMENT NO. 1 to Term Loan Agreement, dated as of March 24, 2016 (this “Amendment”) is made
among ViewRay Technologies, Inc., a Delaware corporation (formerly known as ViewRay Incorporated) (“Borrower”) and the lenders listed on the signature pages hereof under the heading “LENDERS” (each a
“Lender” and, collectively, the “Lenders”), with respect to the Loan Agreement referred to below. 

RECITALS 

WHEREAS, the Borrower and the Lenders are parties to a Term Loan Agreement, dated as of June 26, 2015 (the “Loan
Agreement”).  
 WHEREAS, the parties hereto desire to amend the Loan Agreement on the terms and subject to the
conditions set forth herein. 
 NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the
parties agree as follows: 
 SECTION 1. Definitions; Interpretation.  

(a) Terms Defined in Loan Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not
otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. 
 (b) Interpretation. The
rules of interpretation set forth in Section 1.03 of the Loan Agreement shall be applicable to this Amendment and are incorporated herein by this reference. 

SECTION 2. Amendment of Loan Agreement. Subject to Section 3, the Loan Agreement is hereby amended as follows: 

(a) The definition of “Commitment Period” in Section 1.01 of the Loan Agreement is hereby amended and restated as follows: 

““Commitment Period” means the period from and including the first date on which all of the conditions precedent set
forth in Section 6.01 have been satisfied (or waived by the Lenders) and through and including March 29, 2017.” 
 (b) The
lead-in to Section 6.02 shall be amended and restated as follows: 
 “6.02 Conditions to Second (and Related Third)
Borrowings. The obligation of each Lender to make a Loan or Loans as part of a second or a related third Borrowing is subject to the following conditions precedent:” 

(c) Section 6.02(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: 








 “(a) Borrowing Date. Such second or third Borrowing shall occur on or prior to
August 29, 2016.” 
 (d) Section 6.02(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

 “(b) Amount of Borrowing(s). The amount of such Borrowing(s) under this Section 6.02 shall be at Borrower’s
option and shall be up to $15,000,000 in aggregate but not less than $10,000,000 and may be made in one or two advances. The first advance under this Section 6.02 shall be deemed the “Second Borrowing” and must be at least
$10,000,000. If two advances are made under this Section 6.02, the third advance shall be deemed the “Third Borrowing” hereunder and must be $5,000,000.” 

(e) Section 6.02(c) of the Loan Agreement is hereby amended and restated in its entirety as follows: 

“(c) Borrowing Milestone. Borrower shall have achieved minimum Revenue from the sale of the Product of at least $15,000,000 during
any consecutive twelve (12) month period, provided that Borrower shall have achieved such Borrowing milestone relating to minimum Revenue no later than March 31, 2016.” 

(f) Section 6.02(d) of the Loan Agreement is hereby amended and restated in its entirety as follows: 

“(d) Notice of Milestone Achievement and Audit. Borrower shall have delivered to the Lenders a notice certifying satisfaction of
the conditions set forth in Section 6.02(c) no later than 120 calendar days thereafter, and the Lenders shall have been reasonably satisfied with the evidence of such achievement and with the results of its audit of Borrower’s
Revenue by examining Borrower’s books and records.” 
 (g) Section 6.02(e) of the Loan Agreement is hereby amended and
restated in its entirety as follows: 
 “(e) Notice of Borrowing. A Notice of Borrowing for one or two advances up to the amount
permitted under Section 6.02(b) shall have been received no later than 120 calendar days after satisfaction of the condition set forth in Section 6.02(c).” 

(h) Section 6.03 of the Loan Agreement is hereby amended and restated in its entirety as follows: 

“6.03 Conditions to Subsequent Borrowing(s). The obligation of each Lender to make a Loan or Loans as part of a Borrowing or
Borrowings subsequent to the Loan or Loans made under Section 6.02 is subject to the following conditions precedent: 
 (a)
Borrowing Date. Such Borrowing(s) shall occur on or prior to March 29, 2017. 
 (b) Amount of Borrowing(s). The aggregate
amount of such Borrowing(s) shall be $20,000,000 minus the aggregate amount drawn under the Borrowing(s) pursuant to 

  
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Section 6.02. If only $10,000,000 has been advanced pursuant to Section 6.02 in the aggregate, Borrower may make up to two draws under this Section 6.03 of
$5,000,000 each. If $15,000,000 has been advanced pursuant to Section 6.02 in the aggregate, Borrower may make only one draw under this Section 6.03 of $5,000,000. Each draw hereunder shall be deemed a “Borrowing”.

 (c) Second Borrowing. An advance of at least $10,000,000 has occurred pursuant to Section 6.02 as the Second Borrowing.

 (d) Borrowing Milestone. Borrower shall have (i) achieved minimum Revenue from the sale of the Product of at least $25,000,000
during any consecutive twelve (12) month period, provided that Borrower shall have achieved such Borrowing milestone relating to minimum Revenue no later than December 31, 2016, and (ii) executed the first contract, by no later
than December 31, 2016, for commercial sales of Borrower’s first next generation LINAC unit (Prometheus). 
 (e) Notice of
Milestone Achievement and Audit. Borrower shall have delivered to the Lenders a notice certifying satisfaction of the conditions set forth in Section 6.03(d) no later than 60 calendar days thereafter, and the Lenders shall have been
reasonably satisfied with the evidence of such achievement and with the results of its audit of Borrower’s Revenue by examining Borrower’s books and records. 

(f) Notice of Borrowing. A Notice of Borrowing shall have been received no later than 60 calendar days after satisfaction of the
condition set forth in Section 6.03(d).” 
 (i) Section 10.02(a) of the Loan Agreement is hereby amended and restated
in its entirety as follows: 
 “(a) during the twenty-four month period beginning on January 1, 2015, of at least
$30,000,000;” 
 SECTION 3. Conditions of Effectiveness. The effectiveness of Section 2 shall be subject to the following conditions
precedent: 
 (a) Borrower shall have paid or reimbursed Lenders for Lenders’ reasonable out of pocket costs and expenses
incurred in connection with this Amendment, including Lenders’ reasonable out of pocket legal fees and costs, pursuant to Section 12.03(a)(i)(z) of the Loan Agreement. 

(b) The representations and warranties in Section 4 shall be true and correct on the date hereof. 

SECTION 4. Representations and Warranties; Reaffirmation.  

(a) Borrower hereby represents and warrants to each Lender as follows: 

  
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 (i) Borrower has full power, authority and legal right to make and perform this Amendment. This
Amendment is within Borrower’s corporate powers and has been duly authorized by all necessary corporate and, if required, by all necessary shareholder action. This Amendment has been duly executed and delivered by Borrower and constitutes a
legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general
applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Amendment
(x) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for such as have been obtained or made and are in full force and effect, (y) will
not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, (z) will not violate or result in an event of default under any material indenture, agreement or other instrument binding upon Borrower and its Subsidiaries or assets, or give
rise to a right thereunder to require any payment to be made by any such Person. 
 (ii) No Default has occurred or is continuing or will
result after giving effect to this Amendment. 
 (iii) The representations and warranties made by or with respect to Borrower in
Section 7 of the Loan Agreement are true in all material respects (taking into account any changes made to schedules updated in accordance with Section 7.20 of the Loan Agreement or attached hereto), except that such
representations and warranties that refer to a specific earlier date were true in all material respects on such earlier date. 
 (iv) There
has been no Material Adverse Effect since the date of the Loan Agreement. 
 (b) Borrower hereby ratifies, confirms, reaffirms, and
acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents to which it is a party remain in full force and effect, undiminished by this Amendment, except as expressly provided herein and in that
certain Amendment No. 1 to Fee Letter dated as of the date hereof. By executing this Amendment, Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Amendment. 

SECTION 5. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER
OF JURY TRIAL.  
 (a) Governing Law. This Amendment
and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of
any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply. 

  
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 (b) Submission to Jurisdiction. Borrower agrees that any suit, action or proceeding
with respect to this Amendment or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate
domicile and irrevocably submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 5 is for the benefit of the Lenders only and, as a result, no Lender
shall be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, the Lenders may take concurrent proceedings in any number of jurisdictions. 

(c) Waiver of Jury Trial. BORROWER AND EACH LENDER HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

SECTION 6. Miscellaneous. 

(a) No Waiver. Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition
contained in the Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Loan Documents.
Except as amended hereby and by that certain Amendment No. 1 to Fee Letter dated as of the date hereof, the Loan Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Loan
Agreement shall be deemed to be references to the Loan Agreement as amended hereby.  
 (b) Severability. In case any
provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. 
 (c) Headings. Headings and captions used in this
Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect. 

(d) Integration. This Amendment constitutes a Loan Document and, together with the other Loan Documents, incorporates all
negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 

(e) Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. 

  
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 (f) Controlling Provisions. In the event of any inconsistencies between the
provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment and by that certain Amendment No. 1 to Fee Letter dated
as of the date hereof, the Loan Documents shall not be modified and shall remain in full force and effect. 
 [Remainder of page
intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first
above written. 
  

			
	BORROWER:
	
	VIEWRAY TECHNOLOGIES, INC.
		
	By:	 	 /s/ David Chandler

	Name: David Chandler
	Title: Chief Financial Officer










 LENDERS: 
  

															
	CAPITAL ROYALTY PARTNERS II L.P.
	               By CAPITAL ROYALTY PARTNERS II GP L.P., its General Partner
		 		 		 		 	By CAPITAL ROYALTY PARTNERS II GP LLC, its General Partner
								
		 		 		 		 	By	 	 /s/ Nathan Hukill
	 		  	
		 		 		 		 		 	Name: Nathan Hukill	  	
		 		 		 		 		 	Title: Authorized Signatory
	
	CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.
	               By CAPITAL ROYALTY PARTNERS II (CAYMAN) GP L.P., its General Partner
		 		 		 		 	By CAPITAL ROYALTY PARTNERS II (CAYMAN) GP LLC, its General Partner
								
		 		 		 		 	By	 	 /s/ Nathan Hukill
	 		  	
		 		 		 		 		 	Name: Nathan Hukill	 		  	
		 		 		 		 		 	Title: Authorized Signatory	 		  	
				
	Witness:	 	 /s/ Nicole Nesson
	 		  	
	Name: Nicole Nesson	 		  	
		
	PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P.	  	
	               By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP L.P., its General Partner
		 		 		 		 	By PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP LLC, its General Partner	  	
								
		 		 		 		 	By	 	  /s/ Nathan Hukill
	 		  	
		 		 		 		 		 	Name: Nathan Hukill	 		  	
		 		 		 		 		 	Title: Authorized Signatory	 		  	
			
	CRG ISSUER 2015-1	 		  	
	By CRG SERVICING LLC, as Administrator	 		  	

  

															
	By	 		 		 	 /s/ Nathan Hukill
	 		  	
	Name: Nathan Hukill	 		  	
	Title:   President