EX-10.32




 Exhibit 10.32 

CONTINGENT EQUITY AGREEMENT 

This Contingent Equity Agreement (this “Agreement”) is entered into as of the 8th day of January 2008 (the “Effective Date”), by and among ViewRay Incorporated, a Delaware corporation (the “Company”), and James F. Dempsey, Ph.D., Russell S.
Donda, Jim Carnall, and William Wells (referred to hereinafter as the “Founders” and each individually as an “Founder”), and solely with respect to Section 2.4 hereof, the investors listed on Exhibit A attached
hereto (collectively, the “Holders”). 
 RECITALS 

WHEREAS, the Founders have contributed to the development of the Company’s business; 

WHEREAS, the Company would like to encourage ownership of Company by the Founders and to provide
additional incentive for them to promote the success of the Company’s business. 
 NOW,
THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. GENERAL. 

1.1 Definitions. Unless otherwise defined herein, as used in this Agreement the following terms shall have the following
respective meanings: 
 (a) “Charter” means that certain Amended and Restated Certificate of Incorporation of
ViewRay Incorporated filed with the Secretary of State of the State of Delaware on January 4 , 2008. 
 (b) “Common
Stock” means the common stock, $0.01 par value per share, of the Company. 
 (c) “Corporate Reorganization”
means any (i) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter
(either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 51% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding
immediately after such merger, consolidation or reorganization (but excluding any merger effected solely for the purpose of reincorporating in another state); or (ii) sale, lease, conveyance or other disposition of all or substantially all of
the assets of the Company; or (iii) sale of shares of capital stock of the Company, in a single transaction or series of related transactions to which the Company is a party, representing at least 50% of the voting power of the voting
securities of the Company (but excluding a Qualified IPO or any transaction or series of transactions entered into principally for bona fide equity financing purposes in which the Company issues new securities primarily for cash, the cancellation or
conversion of indebtedness of the Company, or the combination thereof for the purpose of financing the operations and business of the Company). 

(d) “Equity Securities” means (i) any Common Stock, Preferred Stock or other capital stock of the Company,
(ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other capital stock of the Company (including any option to purchase such a convertible security),
(iii) any debt security or capitalized lease having an equity feature with respect to the Company, or (iv) any warrant, option or right to subscribe to or purchase any Common Stock, Preferred Stock or other capital stock of the Company.









 (e) “Person” means any individual, firm, company, corporation,
unincorporated association, partnership, limited liability company, trust, syndicate, estate, joint venture or other entity, and shall include any successor (by merger or otherwise) of such entity. 

(f) “Preferred Stock” means the preferred stock of the Company, par value $0.01 per share. 

(g) “Qualified IPO” means a firm commitment underwritten public offering of shares of Common Stock of the Company at a
price to the public of at least $9.843 (adjusted for stock splits, stock dividends, recapitalizations and similar events, including such events to be effected in connection with such offering) resulting in aggregate proceeds to the Company (net of
the underwriting discounts or commissions and offering expenses) of not less than $50,000,000. 
 (h) “Voting
Agreement” means the Voting Agreement by and among the Company and certain holders of the Company’s Common Stock and Preferred Stock dated as of January [ ], 2008. 

1.2 Other Defined Terms. Each of the following terms shall have the meanings ascribed to such terms in the section set forth opposite
such term: 
  

			
	 	  	Section(s)
		
	“Agreement”	  	Preamble
		
	“Company”	  	Preamble
		
	“Contingent Equity”	  	2.1
		
	“Contingent Equity Event”	  	2.1
		
	“Founders”	  	Preamble

 SECTION 2. FOUNDERS CONTINGENT EQUITY. 

2.1 Contingent Equity Pool. If the Company, on or before September 30,2014, closes: (a) a Corporate Reorganization in which
the Company or the Company’s stockholders will receive at least $500,000,000; or (b) a firm commitment underwritten public offering of shares of Common Stock at a pre-money valuation of at least $500,000,000 (each, a “Contingent
Equity Event’), then each Founder shall be issued shares of Common Stock (the “Contingent Equity”). The amount of Contingent Equity shall be determined as follows (subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar recapitalization affecting shares of the Company’s Common Stock): 
 (i) if
the Contingent Equity Event closes prior to October 1, 2012 and the Company or the Company’s stockholders will receive proceeds between $500,000,000 and $1,000,000,000 in a Contingent Equity Event that is a Corporate Reorganization; or the
pre-money valuation of the Company is between $500,000,000 and $1,000,000,000 in a Contingent Equity Event that is a firm commitment underwritten public offering of shares of Common Stock, then the Contingent Equity shall be 1,000,000 shares of
Common Stock; 
 (ii) if the Contingent Equity Event closes prior to October l, 2012 and the Company or the Company’s
stockholders will receive proceeds greater than $1,000,000,000 in a Contingent Equity Event that is a Corporate Reorganization; or the pre-money valuation of the Company is greater than $1,000,000,000 in a Contingent Equity Event that is a firm
commitment underwritten public offering of shares of Common Stock, then the Contingent Equity shall be 1,500,000 shares of Common Stock; 

  
 2 









 (iii) if the Contingent Equity Event closes on or after October 1, 2012 and prior to
October 1, 2014 and the Company or the Company’s stockholders will receive proceeds between $500,000,000 and $1,000,000,000 in a Contingent Equity Event that is a Corporate Reorganization; or the pre-money valuation of the Company is between
$500,000,000 and $1,000,000,000 in a Contingent Equity Event that is a firm commitment underwritten public offering of shares of Common Stock, then the Contingent Equity shall be 500,000 shares of Common Stock; and 

(iv) if the Contingent Equity Event closes on or after October 1, 2012 and prior to October 1, 2014 and the Company or the
Company’s stockholders will receive proceeds greater than $1,000,000,000 in a Contingent Equity Event that is a Corporate Reorganization; or the pre-money valuation of the Company is greater than $1,000,000,000. in a Contingent Equity Event
that is a firm commitment underwritten public offering of shares of Common Stock, then the Contingent Equity shall be 750,000 shares of Common Stock. 

2.2 Contingent Equity Awards. 

(a) Upon the closing of a Contingent Equity Event, the applicable amount of Contingent Equity shall be allocated among the Founders in
two tranches: (i) each Founder shall receive 125,000 shares of Common Stock upon the closing of the Contingent Equity Event and (ii) the remaining Contingent Equity shares shall be allocated among the Founders by the Compensation Committee
of the Board of Directors in an amount as determined by the Compensation Committee in connection with the closing of the Contingent Equity Event. 

(b) It is understood and agreed that the Contingent Equity award described in Section 2.2(a)(i) shall be awarded as restricted
stock on the Effective Date subject to vesting in accordance with Section 2.1 of this Agreement and the exclusions set forth in Section 2.3 of this Agreement. 

2.3 Exclusions. For the purposes of clarity, in the event of (1) a Corporate Reorganization in which the Company or the
Company’s stockholders will receive less than $500,000,000; (2) a firm commitment underwritten public offering of shares of Common Stock at a pre-money valuation of less than $500,000,000; or (3) any Corporate Reorganization or firm
commitment underwritten public offering of shares of Common Stock occurring after September 30, 2014, the Founders shall not be entitled to receive any Contingent Equity. 

2.4 Agreement with Respect Contingent Equity. For so long as this Section 2 remains in effect, each of the Founders and Holders
will: (a) vote any and all shares of stock of the Company such Founder or Holder holds to approve the issuance to the Founders of the Contingent Equity in the allocations determined by the Compensation Committee of the Board of Directors of the
Company; and (b) use such Founder or Holder’s best efforts to cause the Company and its Board of Directors to adopt an amendment to the Company’s Certificate of Incorporation to authorize any shares of Common Stock required to allow
the Company to provide sufficient reserves of shares of Common Stock for Contingent Equity payments and to cause the Company to file such amendment with the Secretary of State of the State of Delaware. 

  
 3 









 SECTION 3. MISCELLANEOUS. 

3.1 Governing Law. This Agreement shall be governed by, and construed under, the substantive laws of the State of
Delaware, without regard to principles of conflict of laws rules or principles that would result in the application of the substantive law of any other jurisdiction. 

3.2 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 and shall inure to the benefit of and be enforceable by each Founder. Except as otherwise expressly provided in this Agreement, nothing herein expressed
or implied is intended or shall be construed to confer upon or to give any third party any rights or remedies under or by reason of this Agreement. 

3.3 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto) constitutes the full and entire understanding and
agreement among the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous arrangements or understandings with respect thereto. 

3.4 Severability. Any invalidity, illegality or limitation of the enforceability with respect to any party to this Agreement of any one
or more of the provisions of this Agreement, or any part thereof, whether arising by reason of the law of any such person’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with
respect to any other party to this Agreement, as applicable. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to
retain as nearly as practicable the intent of the parties and the business agreement represented by such invalidated term, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. 
 3.5 Amendment and Waiver. Except as otherwise expressly provided, any provision of this Agreement may be amended,
modified or terminated, and the observance of any provision of this Agreement may be waived (either generally or in a particular instance and either retrospectively or prospectively), with, but only with the written consent of the Company and all of
the Founders. Any amendment effected in accordance with this Section 3.5 shall be binding upon each Founder and the Company and their respective successors and permitted assigns. 

3.6 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any Founder, upon
any breach, default or noncompliance of the Company under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any
similar .breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any Founder’s part of any breach, default or noncompliance under this Agreement or any
waiver on such Founder, part of any provisions or conditions of this Agreement must be in writing and meet the requirements of Section 3.5 and shall be effective only to the extent specifically set forth in such writing. All remedies, either
under this Agreement, by law or otherwise afforded to the Founder shall be cumulative and not alternative. 
 3.7 Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a} upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if received during normal
business hours of the recipient; if not, then on the next business day, (c) five days after deposit with the United States Post Office, by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day
after deposit with a 

  
 4 









 
nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on
the signature pages hereof or at such other address as such party may designate by I 0 days advance written notice to the other parties hereto. 

3.8 Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing
party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and
expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 
 3.9 Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to.be considered in construing this Agreement. 

3.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. Facsimile copies hereof may be executed as counterpart originals. 
 3.11 Pronouns. All
pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. 

[Remainder of Page Intentionally Left Blank] 

  
 5 









 IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth
above. 
  

			
	Sincerely,
	
	VIEWRAY INCORPORATED
		
	By:	 	 /s/ William Wells

		 	Name:  William W. Wells
		 	Title:    Chief Executive Officer










 FOUNDERS: 
  

			
	 /s/ James F. Dempsey

	James F. Dempsey, Ph.D.
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	Russell S. Donda
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	Jim Carnall
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	William Wells
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  










 FOUNDERS: 
  

			
	  

	James F. Dempsey, Ph.D.
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	 /s/ Russell S. Donda

	Russell S. Donda
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	Jim Carnall
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	William Wells
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  










 FOUNDERS: 
  

			
	  

	James F. Dempsey, Ph.D.
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	Russell S. Donda
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	 /s/ Jim Carnall

	Jim Carnall
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	William Wells
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  










 FOUNDERS: 
  

			
	  

	James F. Dempsey, Ph.D.
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	Russell S. Donda
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	  

	Jim Carnall
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  

	
	 /s/ William Wells

	William Wells
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  










 Solely with respect to Section 2.4 hereof: 

INVESTORS: 
 CADUCEUS PRIVATE INVESTMENTS III, LP

  

			
	BY:	 	ORBIMED CAPITAL GP III, LLC
		 	ITS GENERAL PARTNER
		
	By:	 	 /s/ Robert Adelman

	Name:	 	Robert Adelman
	Title:	 	Private Equity Partner
	
	ORBIMED ASSOCIATES III, LP
		
	BY:	 	ORBIMED ASSOCIATES III, LP
		 	ITS GENERAL PARTNER
		
	By:	 	 /s/ Robert Adelman

	Name:	 	Robert Adelman
	Title:	 	Private Equity Partner

  

			
	Address:	 	 767 Third Avenue, 30th Floor

	Address:	 	 New York, NY 10017

	Fax:	 	 212-739-6444

	Email:	 	 adelmanr@orbimed.com


 Signature Page to Contingent Equity Agreement 








 BEACON BIOVENTURES FUND II, LIMITED PARTNERSHIP 

 

			
	BY:	 	BEACON BIOVENTURES ADVISORS II, LIMITED PARTNERSHIP
		 	ITS GENERAL PARTNER
		
	BY:	 	FIDELITY BIOSCIENCES CORPORATION
		 	ITS GENERAL PARTNER

  

			
	By:	 	 /s/ Stephen Knight

	Name:	 	Stephen Knight
	Title:	 	Managing Partner
		
	Address:	 	  

	Address:	 	  

	Fax:	 	  

	Email:	 	  



			
	
	with a copy to:
		
	Fidelity Biosciences	 	
	One Main Street 13th Floor
	Cambridge, MA                                
                                         

	Attn: Richard
	Fax:	 	
	 Email:
	 	

 Signature Page to Contingent Equity Agreement 








 AISLING CAPITAL II, LP 
  

			
	By:	 	 /s/ Andrew Schiff

	Name:	 	  

	Title:	 	  



 

			
	Address:	 	888 Seventh Avenue, 30th Floor
	Address:	 	New York, NY 10106
	Attn:	 	Drew Schiff
	Fax:	 	  

	Email:	 	  


 with a copy to: 
 McKee Nelson
LLP 
 One Battery Park Plaza 
 New York, NY 10004 

Attn: Todd A. Finger 

Tel:            (917) 777-4200 

Signature Page to Contingent Equity Agreement 








 KEARNY VENTURE PARTNERS, L.P. 
  

			
	BY:	 	KEARNY VENTURE ASSOCIATES, L.L.C.,
		 	ITS GENERAL PARTNER
		
	BY:	 	FIDELITY BIOSCIENCES CORPORATION
		 	ITS GENERAL PARTNER

  

			
	By:	 	 /s/ James Shapiro

	Name:	 	James Shapiro, Managing Member
		
	Address:	 	88 Kearny Street, 4th Floor
	Address:	 	San Francisco, CA 94108
	Attn:	 	
	Fax:	 	415-364-6944
	Email:	 	

 THOMAS WEISEL HEALTHCARE VENTURE PARTNERS, L.P. 

 

			
	BY:	 	THOMAS WEISEL HEALTHCARE VENTURE
		 	PARTNERS, LLC, ITS GENERAL PARTNER
		
	BY:	 	THOMAS WEISEL CAPITAL MANAGEMENT LLC,
		 	ITS MANAGING MEMBER

  

			
	By:	 	 /s/ James Shapiro

	Name:	 	James Shapiro
	Title:	 	Partner
		
	Address:	 	88 Kearny Street, 4th Floor
	Address:	 	San Francisco, CA 94108
	Attn:	 	
	Fax:	 	415-364-6944
	 Email:
	 	

 Signature Page to Contingent Equity Agreement 








 Exhibit A 

LIST OF INVESTORS 
  

					
	 Investors:
	  	Series B Preferred
Stock Held	 
	 Caduceus Private Investment III, LP
	  	 	845,347	  
	 OrbiMed Associates III, LP
	  	 	8,051	  
	 Beacon Bioventures Fund II, Limited Partnership
	  	 	853,398	  
	 Aisling Capital II, LP
	  	 	853,398	  
	 Kearney Venture Partners, L.P.
	  			
	 Thomas Weisel Healthcare Venture Partners, L.P.