EX-10.1




 Exhibit 10.1 

VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 

This Securities Purchase Agreement (“Agreement”) is made as of August 19, 2016 (the “Effective Date”),
by and among ViewRay, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the
“Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.” 

AGREEMENT 
 In
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Purchaser (severally and not jointly) hereby agree as follows: 

SECTION 1. AUTHORIZATION OF SALE OF SECURITIES. 

The Company has authorized the sale and issuance of shares of its Common Stock, par value $0.01 per share (the “Common Stock”)
and warrants in the form of Exhibit B attached hereto (each a “Warrant” and collectively the “Warrants”), on the terms and subject to the conditions set forth in this Agreement. The shares of Common Stock
sold hereunder at each Closing (as defined below) shall be referred to as the “Shares.” The Shares and the Warrants are referred to collectively as the “Securities.” 

SECTION 2. AGREEMENT TO SELL AND PURCHASE THE SECURITIES. 

2.1 Initial Closing. At the Initial Closing (as defined in Section 3), the Company will sell to each Purchaser, and each Purchaser
will purchase from the Company, (a) the number of Shares set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “Initial Closing” at a purchase price of $2.95 per Share and (b) a Warrant to
purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on the Schedule of Purchasers (such shares of Common Stock, the “Initial Closing Underlying Shares”), which Warrant shall have an exercise
price equal to $2.95 per Underlying Share, and which Warrant shall have a purchase price equal to $0.125 per Underlying Share underlying such Warrant. The aggregate purchase price for the Shares and Warrants purchased by each Purchaser at the
Initial Closing is set forth opposite such Purchaser’s name on the Schedule of Purchasers. 
 2.2 Second Closing. At the Second
Closing (as defined in Section 3), the Company will sell to Harbour Tycoon Limited, and such Purchaser will purchase from the Company, (a) the number of Shares set forth opposite such Purchaser’s name on the Schedule of Purchasers
under the heading “Second Closing” at a purchase price of $2.95 per share and (b) a Warrant to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name on the Schedule of Purchasers (such shares of
Common Stock, the “Second Closing Underlying Shares,” and together with the Initial Closing Underlying Shares, the “Underlying Shares”), which 








 
Warrant shall have an exercise price equal to $2.95 per Underlying Share, and which Warrant shall have a purchase price equal to $0.125 per Underlying Share underlying such Warrant
(“Warrant Price”). The aggregate purchase price for the Shares and Warrants purchased by Harbour Tycoon Limited at the Second Closing is set forth opposite such Purchaser’s name on the Schedule of Purchasers. 

2.3 Separate Agreement. Each Purchaser shall severally, and not jointly, be liable for only the purchase of the Securities that appear
on the Schedule of Purchasers that relate to such Purchaser. The Company’s agreement with each of the Purchasers is a separate agreement, and the sale of Securities to each of the Purchasers is a separate sale. The obligations of each Purchaser
hereunder are expressly not conditioned on the purchase by any or all of the other Purchasers of the Securities such other Purchasers have agreed to purchase. 

SECTION 3. CLOSING AND DELIVERY. 
 3.1
Initial Closing. The initial closing of the purchase and sale of the Securities (which Securities are set forth in the Schedule of Purchasers under the heading “Initial Closing”) pursuant to this Agreement (the “Initial
Closing”) shall be held on August 22, 2016 at the offices of Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025, or on such other date and place as may be agreed to by the Company and the Purchasers. At or
prior to the Initial Closing, each Purchaser shall execute any related agreements or other documents required to be executed hereunder, dated as of the date of the Initial Closing (the “Initial Closing Date”). 

3.2 Second Closing. The second closing of the purchase and sale of the Securities (which Securities are set forth in the Schedule of
Purchasers under the heading “Second Closing”) pursuant to this Agreement (the “Second Closing,” and each of the Second Closing and the Initial Closing, a “Closing”) shall be on or before September 9,
2016 at the offices of Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025. At or prior to the Second Closing, Harbour Tycoon Limited shall execute any related agreements or other documents required to be executed hereunder,
dated as of the date of the Second Closing (the “Second Closing Date”). 
 3.3 Issuance of the Securities at each
Closing. At each Closing, the Company shall issue or deliver to each Purchaser (a) evidence of a book entry position evidencing the Shares purchased by such Purchaser hereunder or stock certificates registered in the name of such Purchaser,
or in such nominee name(s) as designated by such Purchaser, representing the number of Shares to be purchased by such Purchaser at such Closing as set forth in the Schedule of Purchasers against payment of the purchase price for such Shares and
(b) a Warrant registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser, representing the number of Underlying Shares as set forth in the Schedule of Purchasers. The name(s) in which the Shares and
Warrant are to be issued to each Purchaser are set forth in the Purchaser Questionnaire and the Selling Stockholder Notice and Questionnaire in the form attached hereto as Appendix I and II (the “Purchaser Questionnaire” and the
“Selling Stockholder Questionnaire”, respectively), as completed by each Purchaser, which shall be provided to the Company no later than the Closing Date. The Warrants shall be delivered to each Purchaser (i) in electronic form
on the Closing Date and (ii) in physical form promptly following the Closing Date, but in any event within 10 business days following the Closing Date. 

  
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 3.4 Delivery of the Registration Rights Agreement. At the Initial Closing, the Company and
each Purchaser shall execute and deliver the Registration Rights Agreement in the form attached hereto as Appendix III (the “Registration Rights Agreement”), with respect to the registration of the Shares and the Underlying Shares
under the Securities Act of 1933, as amended (the “Securities Act”) and filing of a registration statement on Form S-1 (the “Registration Statement”). 

3.5 Delivery of Lock-Up Agreements. At the Initial Closing, each Purchaser and each other investor of the Company who holds 5% or more
of the outstanding Common Stock (other than F-Prime Capital Partners Healthcare Fund II LP) shall deliver Lock-Up Agreements in form and substance reasonably acceptable to the Company (each, a “Lock-Up Agreement”), and each such
Lock-Up Agreement shall be in full force and effect on the Closing Date. 
 SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. 

Except as set forth on the Schedule of Exceptions delivered to the Purchasers concurrently with the execution of this Agreement (the
“Schedule of Exceptions”) or as otherwise described in the SEC Documents (as defined below), which disclosures qualify these representations and warranties in their entirety, the Company hereby represents and warrants as of the date
hereof to, and covenants with, the Purchasers as follows: 
 4.1 Organization and Standing. The Company and each of its subsidiaries
(i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and
conduct its business as presently conducted, and (ii) is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except in the case of clause
(ii) above, to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in (a) a material adverse effect on the validity or enforceability of this Agreement, (b) a material
adverse effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, or (c) a material adverse effect on the Company’s ability to perform in any material respect
its obligations under this Agreement or the Registration Rights Agreement (any of (a), (b) or (c)) (a “Material Adverse Effect”). 

4.2 Corporate Power; Authorization. The Company has all requisite corporate power and authority, and has taken all requisite
corporate action, to execute and deliver this Agreement, the Warrants and the Registration Rights Agreement (as defined below and collectively, the “Transaction Documents”), sell and issue the Securities and carry out and perform
all of its obligations under the Transaction Documents. Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by equitable principles generally, including any specific performance and (iii) with
respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such laws.  

  
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 4.3 Issuance and Delivery of the Securities. The Securities have been duly authorized and,
when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Underlying Shares have been duly authorized and, upon exercise of the Warrants in accordance with their terms,
including payment of the exercise price therefore, will be validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Securities
is exempt from registration under the Securities Act. 
 4.4 SEC Documents; Financial Statements. The Company has filed in a timely
manner all documents that the Company was required to file with the Securities and Exchange Commission (the “Commission”) under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), since becoming subject to the requirements of the Exchange Act. As of their respective filing dates (or, if amended prior to the date of this Agreement, when amended), all documents filed by the Company with the Commission (the
“SEC Documents”) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. None of the SEC Documents as of their respective dates contained
any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents (the “Financial Statements”) present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply
as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein).
Deloitte & Touche LLP, who have certified certain financial statements of the Company and delivered their report with respect to the audited consolidated financial statements and schedules included in the SEC Documents, are independent
public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder. 

4.5 Capitalization. The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 10,000,000
shares of undesignated preferred stock, par value $0.01 per share (the “Preferred Stock”). As of the Effective Date, there are no shares of Preferred Stock issued and outstanding and there are 38,396,525 shares of Common Stock
issued and outstanding, of which no shares are owned by the Company. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that,
as of the Effective Date, there are 9,876,747 shares of Common Stock reserved for issuance pursuant to the Company’s 2008 Stock Option and Incentive Plan, 2015 Equity Incentive Plan (the “2015 Plan”) and 2015 Employee Stock
Purchase Plan (the “ESPP”) (as well as any automatic increases in the number of shares of the Company’s Common Stock reserved for future issuance under the 2015 Plan and ESPP). There are no bonds, debentures, notes or other
indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding. Except as stated above, there are no existing options, warrants, calls,
subscriptions or other rights, agreements, arrangements or commitments relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be
issued, transferred, sold, redeemed, purchased, repurchased or  

  
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otherwise acquired any capital stock or Voting Debt of, or other equity interest in, the Company or securities or rights convertible into or exchangeable for such shares or equity interests or
obligations of the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. The issuance of Common Stock or other securities pursuant to any provision of this
Agreement or the Warrant or Underlying Shares will not give rise to any preemptive rights or rights of first refusal on behalf of any person or result in the triggering of any anti-dilution rights. Except as provided in the Registration Rights
Agreement, there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. 

4.6 Litigation. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or its property is pending or, to the best knowledge of the Company, threatened that will have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. 

4.7 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state, or local governmental authority on the part of the Company or its subsidiaries is required in connection with the consummation of the transactions contemplated by the Transaction Documents except for
(a) the filing of a Form D with the Commission under the Securities Act and compliance with the securities and blue sky laws in the states and other jurisdictions in which shares of Common Stock are offered and/or sold, which compliance will be
effected in accordance with such laws, (b) the approval by the NASDAQ Global Market of the listing of the Shares and the Underlying Shares and (c) the filing of one or more registration statements and all amendments thereto with the
Commission as contemplated by the Registration Rights Agreement. 
 4.8 No Default or Consents. Neither the execution,
delivery or performance of the Transaction Documents by the Company nor the consummation of any of the transactions contemplated thereby (including, without limitation, the issuance and sale by the Company of the Securities and the Underlying
Shares) will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the certificate of incorporation or bylaws of the Company,
(ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its or their
property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or any of its properties, except in the case of clauses (ii) and (iii) above, for any conflict, breach or violation of, or imposition that would not, individually or in the aggregate, have a Material Adverse Effect. 

 4.9 No Material Adverse Change. Since June 30, 2016, (a) there have not been any changes in the authorized capital,
assets, liabilities, financial condition, business, Material Contracts (as defined below) or operations of the Company from that reflected in the Financial Statements except changes in the ordinary course of business which have not been, either
individually or in the aggregate, materially adverse to the business, properties, financial condition or results of operations of the Company and (b) there has not been a Material Adverse Effect. 

  
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 4.10 No General Solicitation. Neither the Company nor any person acting on its behalf, has
engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offer or sale of the Securities. 

4.11 No Integrated Offering. Neither of the Company or any person acting on its behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act or require registration of any of the
Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act. 

4.12 Intellectual Property. The Company owns, possesses, licenses or has other rights to use, on reasonable terms, all of the
Company’s patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively,
“Company Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or as proposed in the SEC Documents to be conducted. To the knowledge of the Company, there are no rights of third parties to
any Company Intellectual Property, other than as licensed by the Company. To the knowledge of the Company, there is no infringement by third parties of any Company Intellectual Property. There is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
challenging the validity or scope of any Company Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent,
trademark, copyright, trade secret or other proprietary rights of others. The Company is not aware of any facts required to be disclosed to the U.S. Patent and Trademark Office (“USPTO”) which have not been disclosed to the USPTO
and which would preclude the grant of a patent in connection with any patent application of the Company Intellectual Property or could form the basis of a finding of invalidity with respect to any issued patents of the Company Intellectual Property.

 4.13 Disclosure. The Company understands and confirms that the Purchasers will rely on the foregoing representations in effecting
transactions in securities of the Company. To the knowledge of the executive officers of the Company, all due diligence materials regarding the Company, its business and the transactions contemplated hereby, furnished by or on behalf of the
Company to the Purchasers upon their request are, when taken together with the SEC Documents and the Schedule of Exceptions, true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 
  

  
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 4.14 Contracts. Each franchise, contract or other document of a character required to be
described in the SEC Documents or to be filed as an exhibit to the SEC Documents under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (collectively, the “Material Contracts”) is so
described or filed. 
 4.15 Properties and Assets. The Company owns or leases all such properties as are necessary to the
conduct of its operations as presently conducted, free and clear of any material restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance that would have a Material Adverse Effect. 

4.16 Compliance. Except as would not, individually or in the aggregate, result in a Material Adverse Effect: (i) the Company is
and has been in compliance with statutes, laws, ordinances, rules and regulations applicable to the Company for the ownership, testing, development, manufacture, packaging, processing, use, labeling, storage, or disposal of any product manufactured
by or on behalf of the Company or out-licensed by the Company (a “Company Product”), including without limitation, the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301, et seq., the Public Health Service Act, 42 U.S.C.
§ 262, similar laws of other governmental entities and the regulations promulgated pursuant to such laws (collectively, “Applicable Laws”); (ii) the Company possesses all licenses, certificates, approvals, authorizations,
permits and supplements or amendments thereto required by any such Applicable Laws and/or for the ownership of its properties or the conduct of its business as it relates to a Company Product and as described in the SEC Documents (collectively,
“Authorizations”) and such Authorizations are valid and in full force and effect and the Company is not in violation of any term of any such Authorizations; (iii) the Company has not received any written notice of adverse
finding, warning letter or other written correspondence or notice from the U.S. Food and Drug Administration (the “FDA”) or any other governmental entity alleging or asserting noncompliance with any Applicable Laws or Authorizations
relating to a Company Product; (iv) the Company has not received written notice of any ongoing claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental entity or third party
alleging that any Company Product, operation or activity related to a Company Product is in violation of any Applicable Laws or Authorizations or has any knowledge that any such governmental entity or third party is considering any such claim,
litigation, arbitration, action, suit, investigation or proceeding, nor, to the Company’s knowledge, has there been any noncompliance with or violation of any Applicable Laws by the Company that would reasonably be expected to require the
issuance of any such written notice or result in an investigation, corrective action, or enforcement action by the FDA or similar governmental entity with respect to a Company Product; (v) the Company has not received written notice that any
governmental entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations or has any knowledge that any such governmental entity has threatened or is considering such action with respect to a Company
Product; and (vi) the Company has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and
that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete, correct and not misleading on the date filed (or were corrected or supplemented by a subsequent submission). To
the Company’s knowledge, neither the Company nor any of its directors, officers, employees or agents, has made, or caused the making of, any false statements on, or material omissions from, any other records or documentation prepared or
maintained to comply with the requirements of the FDA or any other governmental entity. 

  
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 4.17 Taxes. The Company has filed all tax returns that are required to be filed or
has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as contemplated in the SEC Documents)
and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being
contested in good faith or as would not have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as contemplated in the SEC Documents. 

4.18 Transfer Taxes. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or
any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Securities.  

4.19 Investment Company. The Company is not and, after giving effect to the offering and sale of the Securities, will not be an
“investment company” as defined in the Investment Company Act of 1940, as amended. 
 4.20 Obligations to Related
Parties. There are no obligations of the Company to officers, directors, stockholders, or employees of the Company other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on
behalf of the Company and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). None
of the officers, directors or, to the best of the Company’s knowledge, stockholders of the Company or any members of their immediate families, is indebted to the Company or has any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, other than (a) passive investments in publicly traded companies (representing
less than 1% of such company) which may compete with the Company and (b) investments by venture capital funds with which directors of the Company may be affiliated and service as a board member of a company in connection therewith due to a
person’s affiliation with a venture capital fund or similar institutional investor in such company. To the Company’s knowledge, no officer, director or stockholder, or any member of their immediate families, is, directly or indirectly,
interested in any material contract with the Company (other than such contracts as relate to any such person’s ownership of capital stock or other securities of the Company). 

4.21 No Right of First Refusal. The Company is not obligated to offer the Shares offered hereunder on a right of first refusal
to any third parties. 
  

  
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 4.22 Voting Agreements. There are no shareholder agreements, voting agreements or
other similar arrangements with respect to the voting of the Company’s capital stock (i) to which the Company is a party or (ii) to the knowledge of the Company, between or among any of the Company’s stockholders. 

4.23 Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are reasonable and customary in the business in which it is engaged; all policies of insurance and fidelity or surety bonds insuring the Company or its businesses, assets, employees, officers and directors are in full force and
effect; the Company is in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company under any such policy or instrument as to which any insurance company is denying liability or
defending under a reservation of rights clause; the Company has not been refused any insurance coverage sought or applied for; and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of
business.  
 4.24 Price of Common Stock. The Company has not taken, directly or indirectly, any action designed to cause or
result in, or that has constituted or that might reasonably be expected to constitute the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Shares, Underlying Shares and the Warrants.

 4.25 Governmental Permits, Etc. The Company possesses all licenses, certificates, permits and other authorizations issued
by all applicable authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. 

4.26 Foreign Corrupt Practices. The Company is not nor, to the knowledge of the Company, any director, officer, agent, or
employee of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the
“FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA. 
 4.27 Labor. No labor problem or dispute with the employees of the
Company exists or, to the knowledge of the Company, is threatened, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers or contractors, that could have a Material Adverse
Effect, whether or not arising from transactions in the ordinary course of business, except as contemplated in the SEC Documents. 
  

  
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 4.28 ERISA. None of the following events has occurred or exists: (i) a failure to fulfill
the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder
with respect to a Plan that is required to be funded, determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of
Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Company that could have a Material Adverse
Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company that would reasonably be expected to have a
Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company
compared to the amount of such contributions made in the most recently completed fiscal year of the Company; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of
Financial Accounting Standards 106) of the Company compared to the amount of such obligations in the most recently completed fiscal year of the Company; (iii) any event or condition giving rise to a liability under Title IV of ERISA that could
have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Company related to their employment that could have a Material Adverse Effect. For purposes of this paragraph, the term
“Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company may have any liability. 

4.29 Environmental Laws. The Company (i) is in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received and is in compliance
with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its business and (iii) has not received notice of any actual or potential liability under any environmental law, except where such
non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the
ordinary course of business. The Company has not been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. 

4.30 Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is
pending or, to the knowledge of the Company, threatened. 
  

  
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 4.31 OFAC. The Company is not nor, to the knowledge of the Company, any director, officer,
agent or employee of the Company (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S.
Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s
Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the
offering, whether as underwriter, advisor, investor or otherwise). The Company is not nor, to the knowledge of the Company, any director, officer, agent, or employee of the Company or any of its subsidiaries, is a person that is, or is 50% or more
owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings
with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Purchasers or is not material to the analysis under any Sanctions, the
Company has not engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company have any plans to increase its dealings or transactions with
Sanctioned Persons, or with or in Sanctioned Countries. 
 4.32 Internal Accounting Controls. The Company has implemented internal
controls, which are adequate to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to: (i) permit
preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and (ii) maintain accountability for assets; (C) access to assets is permitted only in
accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company is not being, and has not been, investigated by any governmental authority with respect to, or, to the Company’s knowledge, been given notice by a governmental authority of, any potential violation by the Company of any law
concerning corrupting payments. 
 4.33 Regulation M Compliance. The Company has not, and to its knowledge no one acting on its
behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold,
bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. 

4.34 No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, or, to the knowledge of the Company, any beneficial owner (as
that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, 

  
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“Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The
Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder. 

4.35 Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Initial Closing Date of
(i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of
which it is aware. 
 4.36 Brokers. Except for the engagement of Stifel, Nicolaus & Company, Incorporated, by the
Company and fees payable pursuant to the terms of such engagement, if any, neither the Company nor any of the officers, directors or employees of the Company has employed any broker or finder in connection with the transaction contemplated by this
Agreement. The Company shall indemnify each Purchaser from and against any broker’s, finder’s or agent’s fees for which the Company is responsible. 

4.37 Disclosure Materials. Any disclosure schedule or other information document, delivered or made available to the Purchaser
prior to such Purchaser’s execution of this Agreement, and any such document delivered or made available to the Purchaser after such Purchaser’s execution of this Agreement and prior to the Initial Closing with respect to the Securities to
be purchased by such Purchaser hereunder (collectively, the “Disclosure Materials”), taken as a whole, do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. 
 SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PURCHASERS. 
 5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that: 

(a) Such Purchaser (if an entity) is a validly existing corporation, limited partnership or limited liability company and has all requisite
corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the
Securities pursuant to this Agreement. 
 (b) Such Purchaser acknowledges that it can bear the economic risk and complete loss of its
investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Purchaser has had an opportunity to receive, review
and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of 


  
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the offering of the Securities, and has conducted and completed its own independent due diligence. Such Purchaser acknowledges that the Company has made available the SEC Documents and the
Disclosure Materials. Based on the information such Purchaser has deemed appropriate, it has independently made its own analysis and decision to enter into the Transaction Documents. Except for the representations and warranties in Section 4,
as qualified in accordance with the introductory paragraph of Section 4, such Purchaser is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with
respect to the execution, delivery and performance of the Transaction Documents, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all
business, legal, regulatory, accounting, credit and tax matters. 
 (c) The Securities to be received by such Purchaser hereunder will be
acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with
applicable federal and state securities laws. Such Purchaser is not a broker-dealer registered with the Commission under the Exchange Act or an entity engaged in a business that would require it to be so registered. Such Purchaser understands that
the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) any of the securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder. 

(d) Such Purchaser is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. Such Purchaser has
determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Securities and participation in the transactions contemplated by the Transaction Documents (i) are fully consistent
with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Purchaser, (iii) have been duly authorized and approved by all
necessary action, (iv) do not and will not violate or constitute a default under such Purchaser’s charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which such Purchaser is
bound and (v) are a fit, proper and suitable investment for such Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities. 

(e) The execution, delivery and performance by such Purchaser of the Transaction Documents to which such Purchaser is a party have been duly
authorized and each has been duly executed and when delivered will constitute the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally. 
  

  
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 (f) Purchaser is not a broker or dealer registered pursuant to Section 15 of the Exchange
Act (a “registered broker-dealer”) and is not affiliated with a registered broker dealer. Purchaser is not party to any agreement for distribution of any of the Securities. 

(g) Purchaser shall have completed or caused to be completed and delivered to the Company at no later than the Initial Closing Date, the
Purchaser Questionnaire and the Selling Stockholder Questionnaire for use in preparation of the Registration Statement, and the answers to the Purchaser Questionnaire and the Selling Stockholder Questionnaire are true and correct in all material
respects as of the date of this Agreement and will be true and correct as of the Closing Date and the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof
to the Company before the effective date of such Registration Statement. 
 (h) Such Purchaser understands that no United States federal or
state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Securities. 

(i) Such Purchaser has no present intent to effect a “change of control” of the Company as such term is understood under the rules
promulgated pursuant to Section 13(d) of the Exchange Act. 
 (j) Such Purchaser has not taken any of the actions set forth in, and is
not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act. 
 (k) Such Purchaser did not learn of the
investment in the Securities as a result of any general solicitation or general advertising. 
 (l) Such Purchaser’s residence (if an
individual) or offices in which its investment decision with respect to the Securities was made (if an entity) are located at the address immediately below such Purchaser’s name on its signature page hereto. 

(m) Such Purchaser (including any person controlling, controlled by, or under common control with such Purchaser, as the term
“control” is defined pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its implementing regulations (the “HSR Act”)) in connection with the consummation of the transactions contemplated
by this Agreement will not be required to and will not complete a filing with the U.S. government pursuant to the HSR Act. 
 5.2 Other than
consummating the transactions contemplated hereunder, such Purchaser has not, nor has any person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including all
“short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock) (“Short Sales”), of the securities of
the Company during the period commencing as of the time that such Purchaser was first contacted by the Company or any other person regarding the transactions contemplated 

  
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hereby and ending immediately prior to the Effective Date. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set
forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons party to this Agreement, such
Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein
shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future. 

5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and
sale of the Securities constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

 5.4 Legends.  

(a) Purchaser understands that, until such time as the Shares have been sold pursuant to the Registration Statement or the Securities may be
sold pursuant to Rule 144 under the Securities Act (“Rule 144”) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the book entry notations evidencing the Shares and the
Underlying Shares may bear one or more legends in substantially the following form and substance: 
 “THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT
TO, SUCH REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.” 

  
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 In addition, book entry notations or stock certificates representing the Securities or the
Underlying Shares may contain: 
 (i) Any legend required by the laws of the State of California, including any legend required by the
California Department of Corporations. 
 (ii) Any legend required by the blue sky laws of any other state to the extent such laws are
applicable to the sale of such Securities or Underlying Shares hereunder. 
 (iii) A legend regarding affiliate status of the Purchasers set
forth in Schedule 1 hereto, in the form included therein. 
 (b) The Company agrees that at such time as such legend is no longer required
under this Section, it will, no later than three business days following the delivery by a Purchaser to the Company or the Company’s transfer agent of a certificate or book entry position representing the Shares or Underlying Shares, as
applicable, together with such representations and covenants of such Purchaser or such Purchaser’s executing broker as the Company may reasonably require in connection therewith, deliver or cause to be delivered to such Purchaser a book entry
position or certificate representing such shares that is free from any legend referring to the Securities Act. The Company shall not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the
restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Purchasers by crediting the account of such Purchaser’s prime
broker with the Depository Trust Company (“DTC”). All costs and expenses related to the removal of the legends and the reissuance of any Securities shall be borne by the Company. 

(c) The restrictive legend set forth in this section above shall be removed and the Company shall issue a certificate or book entry position
without such restrictive legend to the holder of the applicable shares upon which it is stamped or issue to such holder by electronic delivery with the applicable balance account at the DTC or in physical certificated shares, if appropriate, if
(i) such Shares and Underlying Shares are registered for resale under the Securities Act (provided that, if the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the Purchaser agrees to
only sell such Shares or Underlying Shares during such time that such registration statement is effective and such Purchaser is not aware or has not been notified by the Company that such registration statement has been withdrawn or suspended, and
only as permitted by such registration statement); (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company); or (iii) such Shares are eligible for sale without the requirement for
the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. Subject to receipt of such representations, and covenants as are contemplated
hereby, following the earlier of (i) the effective date of the Registration Statement or (ii) Rule 144 becoming available for the resale of the Shares and Underlying Shares, without the requirement for the Company to be in compliance with
the current public information required under Rule 144 as to the Shares and Underlying Shares and without volume or manner-of-sale restrictions, the Company shall issue to the Company’s transfer agent the instructions with respect to legend
removal consistent with this Section. Any fees (with respect to the transfer agent, the Company’s counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. 

 

  
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 (d) If the Company shall fail for any reason or for no reason to issue to a Purchaser Shares not
bearing the legend set forth in Section 4.1 (b) or (c) within three business days following the receipt by the Company and the Transfer Agent of all documents necessary for the removal of the legend as set forth in Section 4.1(b)
(the “Deadline Date”) (such certificate, the “Unlegended Certificate”), then, in addition to all other remedies available to such Purchaser, if on or after the business day immediately following such three business
day period, such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the shares of Common Stock to be represented by the Unlegended Certificate that such
Purchaser anticipated receiving from the Company without any restrictive legend as a result of such Purchaser’s full compliance with Section 4.1(b) (a “Buy-In”), then the Company shall, within three business days following such
Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such Shares (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to such
Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a) such number of shares of Common Stock, times
(b) the closing price of the Common Stock on the Deadline Date as reported by the principal trading market. The Purchaser of shares of Common Stock shall provide the Company written notice indicating the amounts payable to such Purchaser in
respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. 
 5.5 Restricted
Securities. Purchaser understands that the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Rule 144,
as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 
 5.6 Regulation M
Compliance. Purchaser has not (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the
Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities
of the Company. 
 5.7 Exculpation Among Purchasers. Purchaser acknowledges that it is not relying upon any other Purchaser,
or any officer, director, employee, agent, partner, member or affiliate of any such other Purchaser, in making its investment or decision to invest in the Company. Purchaser agrees that neither any Purchaser nor the respective controlling persons,
officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Securities. 

  
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 SECTION 6. CONDITIONS TO COMPANY’S OBLIGATIONS AT EACH CLOSING. 

The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as
set forth in the Schedule of Purchasers at each Closing shall be subject to the following conditions to the extent not waived by the Company: 

6.1 Receipt of Payment. The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of
the purchase price for the number of Securities being purchased by such Purchaser at the applicable Closing as set forth in the Schedule of Purchasers. 

6.2 Representations and Warranties. The representations and warranties made by the Purchasers in Section 5 hereof shall be true
and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Purchaser shall have performed in all
material respects all obligations and covenants herein required to be performed by them on or prior to the Closing Date. 
 6.3 Receipt
of Executed Documents. Such Purchaser shall have executed and delivered to the Company the Registration Rights Agreement, the Purchaser Questionnaire, the Selling Stockholder Questionnaire and a Lock-Up Agreement on or prior to the Closing Date.

 SECTION 7. CONDITIONS TO PURCHASERS’ OBLIGATIONS AT THE INITIAL CLOSING. 

Each Purchaser’s obligation to accept delivery of the Securities and to pay for the Securities at the Initial Closing shall be subject to
the following conditions to the extent not waived by such Purchaser: 
 7.1 Representations and Warranties Correct. The
representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects as of, and as if made on, the date of this Agreement and as of the Initial Closing Date, except to the extent any such
representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. The Company shall have performed in all material respects all obligations and
covenants herein required to be performed by it on or prior to the Initial Closing Date.  
 7.2 Receipt of Executed Registration
Rights Agreement. The Company shall have executed and delivered to the Purchasers the Registration Rights Agreement. 
 7.3 Legal
Opinion. The Purchasers shall have received an opinion of Latham & Watkins LLP, special counsel to the Company, dated as of the Initial Closing Date, in form and substance reasonably acceptable to the Purchasers. 

  
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 7.4 Certificate. Each Purchaser shall have received a certificate signed by the Chief
Executive Officer or the Chief Financial Officer to the effect that the representations and warranties of the Company in Section 4 hereof are true and correct in all material respects as of, and as if made on, the date of this Agreement and as
of the Initial Closing Date and that the Company has satisfied in all material respects all of the conditions set forth in this Section 7. 

7.5 Good Standing. The Company shall be validly existing as a corporation in good standing under the laws of Delaware. 

7.6 Nasdaq Filing. The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of
the Shares and the Underlying Shares. 
 7.7 Judgments. No judgment, writ, order, injunction, award or decree of or by any
court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority,
enjoining or preventing the consummation of the transactions contemplated hereby. 
 7.8 Stop Orders. No stop order or suspension of
trading shall have been imposed by the NASDAQ Global Market, the Commission or any other governmental regulatory body with respect to public trading in the Common Stock. 

SECTION 8. TERMINATION OF OBLIGATIONS TO EFFECT CLOSING; EFFECTS. 

8.1 The obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect each Closing shall terminate as follows:

 (a) upon the mutual written consent of the Company and Purchasers that agreed to purchase a majority of the Securities to be issued and
sold pursuant to this Agreement; 
 (b) by the Company if any of the conditions set forth in Section 6 shall have become incapable of
fulfillment, and shall not have been waived by the Company; or 
 (c) by a Purchaser (with respect to itself only) if any of the conditions
set forth in Section 7 shall have become incapable of fulfillment, and shall not have been waived by the Purchaser; 
 provided, however, that, except
in the case of clauses (b) and (c) above, the party seeking to terminate its obligation to effect an applicable Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this
Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect such Closing. 

8.2 Nothing in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and
provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. 

  
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 SECTION 9. ADDITIONAL AGREEMENTS OF THE PARTIES. 

9.1 Nasdaq Listing. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on
Nasdaq and, in accordance, therewith, will use commercially reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange, as applicable, provided
that such obligations shall terminate and be of no further force and effect on the date on which the Company’s obligations under the Registration Rights Agreement to register or maintain the effectiveness of any registration covering the
Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate. 
 9.2 Access to Information.
From the date hereof until the Initial Closing, the Company will make reasonably available to the Purchasers’ representatives, consultants and their respective counsels for inspection, such information and documents as the Purchasers reasonably
request, and will make available at reasonable times and to a reasonable extent officers and employees of the Company to discuss the business and affairs of the Company. 

9.3 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities and to provide a copy thereof,
promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under
applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser. 

9.4 Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that no affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would
require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction. 

9.5 Confidentiality After the Date Hereof. Each Purchaser covenants that until such time as the transactions contemplated by this
Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). 

9.6 Securities Laws Disclosure. The Company will timely file a Current Report on Form 8-K (the “8-K”) with
the Commission describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the agreements required to be filed in connection therewith).  

  
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 SECTION 10. INDEMNIFICATION. 

10.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each of the Purchasers and each person, if
any, who controls any Purchaser within the meaning of the Securities Act (each, an “Indemnified Party”), against any losses, claims, damages, liabilities or expenses, joint or several, to which such Indemnified Party may become
subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law (including in settlement of any litigation, if such settlement is effected with the written consent of the Company),
insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Company contained in
this Agreement or any failure of the Company to perform its obligations hereunder, and will reimburse each Indemnified Party for legal and other expenses reasonably incurred as such expenses are reasonably incurred by such Indemnified Party in
connection with investigating, defending, settling, compromising or paying such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon (i) the failure of such Indemnified Party to comply with the covenants and agreements contained in Sections 5 above respecting sale of the Securities (including the Underlying Shares),
or (ii) the inaccuracy of any representations made by such Indemnified Party herein. 
 SECTION 11. NOTICES. 

All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic
mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received
in the case of mail or courier, and addressed as follows: 
 if to the Company, to: 

ViewRay, Inc. 
 2 Thermo Fisher
Way 
 Oakwood Village, Ohio 44146 

Attention: Chief Financial Officer 

Facsimile: (800) 417-3459 

E-Mail: abansal@viewray.com 

with a copy (which shall not constitute notice) to: 

Latham & Watkins LLP 

140 Scott Drive 
 Menlo Park,
California 94025 
 Attention: Mark Roeder 

Facsimile: (650) 463-2600 

E-Mail: mark.roeder@lw.com 
 or
to such other person at such other place as the Company shall designate to the Purchasers in writing; and 

  
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 (a) if to the Purchasers, at the address as set forth at the end of this Agreement, or at such
other address or addresses as may have been furnished to the Company in writing. 
 SECTION 12. MISCELLANEOUS. 

12.1 Waivers and Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated,
modified or amended except upon the written consent of the Company and holders of at least 60% of the Shares and the Underlying Shares (assuming the exercise of the then-outstanding Warrants). 

12.2 Binding Effect. Purchaser hereby acknowledges and agrees that this Agreement shall survive the death or disability of Purchaser
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If Purchaser is more than one person, the obligations of Purchaser hereunder shall
be joint and several and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal
representatives and permitted assigns. 
 12.3 Headings. The headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be part of this Agreement. 
 12.4 Severability. In case any provision
contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 

12.5 Replacement of Shares or Warrants. If the Shares are certificated and any certificate or instrument evidencing any Shares or
Warrants is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon
receipt of evidence reasonably satisfactory to the Company and the Company’s transfer agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to
indemnify and hold harmless the Company and the Company’s transfer agent for any losses in connection therewith or, if required by the transfer agent, a bond in such form and amount as is required by the transfer agent. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares or Warrant. If a replacement certificate or instrument evidencing any Shares or Warrant is
requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement. 

12.6 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any
Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a 

  
 22 









 
partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group, or are deemed affiliates (as
such term is defined under the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. 

12.7 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or
agents) shall be commenced exclusively in the state and federal courts sitting in the City of San Francisco. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City San Francisco for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law. 
 12.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the
other parties. 
 12.9 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 
 12.10 Entire
Agreement. This Agreement and other documents delivered pursuant hereto, including the exhibit and the Schedule of Exceptions, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and
thereof. 
 12.11 Payment of Fees and Expenses. Each of the Company and the Purchasers shall bear its own expenses and legal fees
incurred on its behalf with respect to this Agreement and the transactions contemplated hereby; provided, however, that the Company will reimburse reasonable fees and expenses incurred in connection with the transactions contemplated


  
 23 









 
hereunder, including reasonable and documented legal fees of up to two counsels, of the Purchasers in an amount not to exceed $75,000 in the aggregate. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 

12.12 Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation
made by the Company or the Purchasers and each Closing. 
 12.13 Waiver of Conflicts. Each party to this Agreement
acknowledges that Latham & Watkins LLP, counsel for the Company, has in the past performed and may continue to perform legal services for certain of the Purchasers in matters unrelated to the transactions described in this Agreement,
including venture capital financings and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; (b) acknowledges that
Latham & Watkins LLP represented the Company in the transaction contemplated by this Agreement and has not represented any individual Purchaser in connection with such transaction; and (c) gives its informed consent to
Latham & Watkins LLP’s representation of certain of the Purchasers in such unrelated matters and to Latham & Watkins LLP’s representation of the Company in connection with this Agreement and the transactions contemplated
hereby. 
 [signature pages follow] 

  
 24 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

			
	VIEWRAY, INC.
		
	By:	 	 /s/ Chris A. Raanes

	Name:	 	Chris A. Raanes
	Title:	 	President and Chief Executive Officer


 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

			
	PURCHASERS:
	
	ORBIMED PRIVATE INVESTMENTS III, LP
		
	By:	 	OrbiMed Capital GP III LLC,
		 	its General Partner
		
	By:	 	OrbiMed Advisors LLC,
		 	its Managing Member
		
	By:	 	 /s/ Jonathan Silverstein

	Name:	 	Jonathan Silverstein
	Title:	 	Member
	
	ORBIMED ASSOCIATES III, LP
		
	By:	 	OrbiMed Advisors LLC,
		 	its General Partner
		
	By:	 	 /s/ Jonathan Silverstein

	Name:	 	Jonathan Silverstein
	Title:	 	Member


 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

			
	PURCHASERS:
	
	KEARNY VENTURE PARTNERS, L.P.
		
	By:	 	Kearny Venture Associates, LLC,
		 	its General Partner
		
	By:	 	 /s/ Caley Castelein

	Name:	 	Caley Castelein, M.D.
	Title:	 	Managing Director
	
	KEARNY VENTURE PARTNERS ENTREPRENEUR’S FUND, L.P.
		
	By:	 	Kearny Venture Associates, LLC,
		 	its General Partner
		
	By:	 	 /s/ Caley Castelein

	Name:	 	Caley Castelein, M.D.
	Title:	 	Managing Director


 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

			
	PURCHASERS:
	
	HARBOUR TYCOON LIMITED
		
	By:	 	 /s/ Fares Zahir

	Name:	 	Fares Zahir
	Title:	 	Director


 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

	
	PURCHASERS:
	
	MARK S. GOLD, M.D.
	
	 /s/ Mark S. Gold



 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 
  








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

	
	PURCHASERS:
	
	HENRY A. MCKINNELL, JR., PH.D
	
	 /s/ Henry A. McKinnell



 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 
  








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

			
	PURCHASERS:
	
	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 – PARALLEL FUND “A” L.P.
		
	By:	 	CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” GP L.P.,
		 	its General Partner
		
	By:	 	CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” GP LLC,
		 	its General Partner
		
	By:	 	 /s/ Nathan Hukill

	Name:	 	Nathan Hukill
	Title:	 	Authorized Signatory


 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

			
	CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.
		
	By:	 	CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.,
		 	its General Partner
		
	By:	 	CAPITAL ROYALTY PARTNERS II (CAYMAN) GP L.P.,
		 	its General Partner
		
	By:	 	 /s/ Nathan Hukill

	Name:	 	Nathan Hukill
	Title:	 	Authorized Signatory


 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the day and year first above written. 
  

			
	PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P.
		
	By:	 	PARALLEL INVESTMENT OPPORTUNITIES 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 – PARALLEL FUND “B” (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


 SIGNATURE PAGE TO THE VIEWRAY, INC. 

SECURITIES PURCHASE AGREEMENT 








 EXHIBIT A 

SCHEDULE OF PURCHASERS 

Initial Closing: August 22, 2016 
  

													
	 Name and Address
	  	Number of
Shares	 	  	Number of Shares
Underlying
Warrants	 	  	Aggregate Purchase
Price of Warrants
and Shares	 
	 ORBIMED PRIVATE INVESTMENTS III, LP

601 Lexington Ave., Floor 54

New York, NY 10022
	  	 	1,127,338	  	  	 	338,201	  	  	$	3,367,925.00	  
	 ORBIMED ASSOCIATES III, LP

601 Lexington Ave., Floor 54

New York, NY 10022
	  	 	10,736	  	  	 	3,220	  	  	$	32,075.00	  
	 KEARNY VENTURE PARTNERS, L.P.

88 Kearny Street, Suite 1800

Attn: Caley Castelein, Kearny Ventures

San Francisco CA 94108
	  	 	557,663	  	  	 	167,298	  	  	$	1,666,019.09	  
	 KEARNY VENTURE PARTNERS ENTREPRENEUR’S FUND, L.P.

88 Kearny Street, Suite 1800

Attn: Caley Castelein, Kearny Ventures

San Francisco, CA 94108
	  	 	11,374	  	  	 	3,412	  	  	$	33,980.91	  
	 MARK S. GOLD, M.D.

409 Ponte Vedra Blvd

Ponte Vedra Beach, FL 32082
	  	 	83,682	  	  	 	25,104	  	  	$	250,000.00	  
	 HENRY A. MCKINNELL, JR., PH.D.

ViewRay, Inc.

2 Thermo Fisher Way

Oakwood Village, Ohio 44146
	  	 	334,728	  	  	 	100,418	  	  	$	1,000,000.00	  










													
	 Name and Address
	  	Number of
Shares	 	  	Number of Shares
Underlying
Warrants	 	  	Aggregate Purchase
Price of Warrants
and Shares	 
	 CAPITAL ROYALTY PARTNERS II L.P.

1000 Main Street, Suite 2500

Houston, TX 77002

Attn: General Counsel
	  	 	78,103	  	  	 	23,430	  	  	$	233,333.00	  
	 CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.

1000 Main Street, Suite 2500

Houston, TX 77002

Attn: General Counsel
	  	 	167,364	  	  	 	50,209	  	  	$	500,000.00	  
	 CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P.

1000 Main Street, Suite 2500

Houston, TX 77002

Attn: General Counsel
	  	 	39,051	  	  	 	11,715	  	  	$	116,667.00	  
	 PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P.

1000 Main Street, Suite 2500

Houston, TX 77002

Attn: General Counsel
	  	 	66,945	  	  	 	20,083	  	  	$	200,000.00	  
	 CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “B” (CAYMAN) L.P.

1000 Main Street, Suite 2500

Houston, TX 77002

Attn: General Counsel
	  	 	652,719	  	  	 	195,815	  	  	$	1,950,000.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	 	3,129,703	  	  	 	938,905	  	  	$	9,350,000.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 









 Second Closing: [    ], 2016 

 

													
	 Name and Address
	  	Number of
Shares	 	  	Number of Shares
Underlying
Warrants	 	  	Aggregate Purchase
Price of Warrants
and Shares	 
	 HARBOUR TYCOON LIMITED

802 West Bay Roas

PO Box 1338

c/o 2nd Floor

The Grand Pavillion Commercial Center

ATTN: Aditya Puri, Harbour Tycoon Limited

Grand Cayman KY 1-1003 CJ
	  	 	1,472,803	  	  	 	441,840	  	  	$	4,400,000.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	 	1,472,803	  	  	 	441,840	  	  	$	4,400,000.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 









 EXHIBIT B 

FORM OF WARRANT 








 APPENDIX I 








 APPENDIX II 








 APPENDIX III 








 SCHEDULE OF EXCEPTIONS 

August 19, 2016 
 This
Schedule of Exceptions is being furnished by ViewRay, Inc., a Delaware corporation, (the “Company”), to the Purchasers listed on Exhibit A to that certain Securities Purchase Agreement of even date herewith by and among the Company
and such Purchasers (the “Agreement”) in connection with the execution and delivery of the Agreement, pursuant to Section 4 of the Agreement. The section numbers in this Schedule of Exceptions correspond to the section numbers
in the Agreement; provided, however, any information disclosed under any section number of this Schedule of Exceptions shall be deemed to be disclosed and incorporated into any other section number of this Schedule of Exceptions to the extent it is
reasonably apparent on the face of the disclosure that such information is relevant to such other section of this Schedule of Exceptions, and the section headings used below are for convenience only. 

Capitalized terms herein shall have the same meaning given them in the Agreement, unless specifically indicated otherwise. Where terms of a
contract or other disclosure items have been summarized or described in this Schedule of Exceptions, such summary or description does not purport to be a complete statement of the material terms of such contract or other item. Nothing in this
Schedule of Exceptions is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Schedule of Exceptions (1) does not represent a determination that
such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business and (3) shall not constitute, or be deemed to be, an admission to any
third party concerning such item. 

  
 1 









 SCHEDULE 1 

Name 
 ORBIMED PRIVATE INVESTMENTS III, LP 

ORBIMED ASSOCIATES III, LP 
 KEARNY VENTURE PARTNERS,
L.P. 
 KEARNY VENTURE PARTNERS ENTREPRENEUR’S FUND, L.P. 

MARK S. GOLD, M.D. 
 HENRY A. MCKINNELL, JR., PH.D.

 HARBOUR TYCOON LIMITED 
 Form
of Affiliate Legend 
 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY AN AFFILIATE OF THE ISSUER AS DEFINED IN RULE 144 PROMULGATED UNDER
THE SECURITIES ACT OF 1933 AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE REQUIREMENTS OF RULE 144 OR PURSUANT TO A REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM SUCH REGISTRATION.”