General Release of Claims. As set forth in paragraph 1 above, [[ViewRay:Organization]] will provide Executive the Release, in the form attached hereto at Exhibit A, on the date of his or her termination, whenever the termination takes place either during the Severance Period or after the expiration of the Severance Period, and Executive will thereafter have the number of days set forth therein to consider and execute the Release. Executive hereby acknowledges and agrees that his or her entitlement to the payments and benefits set forth in this paragraph 2 are fully contingent upon Executive's execution and non-revocation of the Release. In the event Executive fails to execute the Release after the effective date of his or her termination, Executive will be required to immediately pay back and/or return all payments and benefits theretofore received as consideration under this Agreement and [[ViewRay:Organization]] will be thereafter relieved of any obligation to pay or provide any additional pay or benefits hereunder.

Release of Claims by the Executive. As set forth above, the Company’s obligation to provide the benefits contemplated by [Section 2(a) and (b)] is conditioned on the Executive’s having executed and delivered to the Company the Release of Claims substantially in the form attached as Exhibit A hereto (the “Release”) on or following the Separation Date and such Release having become effective and irrevocable within thirty (30) days following the Separation Date.

Release. Executive agrees that, as a condition to receiving the severance payments and benefits set forth in Section 2.1 Executive will execute a release of claims substantially in the form of the release attached hereto as Exhibit A. Within two business days of Executive’s date of termination, the Company shall deliver to Executive the release for Executive to execute. Executive will forfeit all rights to the severance payments and benefits set forth in Section 2.1 unless, within fifty-five (55) days of delivery of the release by the Company to Executive, Executive executes and delivers the release to the Company and such release has become irrevocable by virtue of the expiration of the revocation period without the release having been revoked (the first such date, the “Release Effective Date”). The Company’s obligation to pay the severance payments and benefits set forth in Section 2.1 is subject to the occurrence of the Release Effective Date, and if the Release Effective Date does not occur, then the Company shall have no obligation to pay the severance payments and benefits set forth in Section 2.1. To the extent that the Release Effective Date could occur in one of two (2) taxable years of Executive depending on when Executive executes and delivers the release, any deferred #56956674 v6

Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 3(a) above (other than the Accrued Obligations), Executive shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in the form substantially similar to that attached hereto as Exhibit A (and any applicable revocation period applicable to such Release shall have expired) within the sixty (60) day period following the date of Executive’s Separation from Service.

Release. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection [(b), (d), (e), (g), or (h) of this Section 8] (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes his acceptance of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s behalf by Executive’s estate or a person having legal power of attorney over his affairs.

Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 4(b) above, Executive shall execute and not revoke a general release of all claims in favor of the Company (the “Release”) in the form attached hereto as Exhibit A. In the event the Release does not become effective within the thirty (30) day period following the date of Executive’s termination of employment, Executive shall not be entitled to the aforesaid payments and benefits.

Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Sections 3(g) and 4(b))] above (other than any Accrued Obligations), Executive (or in the event of his death or Permanent Disability, his estate or his legal representative) shall execute and not revoke a general release of all claims in favor of the Company and its affiliates (the “Release”) in the form attached hereto as Exhibit A. In the event the Release does not become effective within the fifty-five (55) day period following the date of Executive’s termination of employment, Executive shall not be entitled to the aforesaid payments and benefits.

Release. As a condition to Executive’s receipt of any post-termination benefits pursuant to Sections 3(g) and 4(b) above (other than any Accrued Obligations), Executive (or in the event of his death or Permanent Disability, his estate or his legal representative) shall execute and not revoke a general release of all claims in favor of the Company and its affiliates (the “Release”) in the form attached hereto as Exhibit A. In the event the Release does not become effective within the fifty-five (55) day period following the date of Executive’s termination of employment, Executive shall not be entitled to the aforesaid payments and benefits.

Separation Agreement and Release of Claims. The receipt of the Severance Pay pursuant to Sections 5(a)(ii)-(iii) will be subject to the Executive’s signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the “Release”) and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the date of termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any rights to severance or benefits under this Agreement if the failure of the Release to become effective and irrevocable by the Release Deadline is solely attributable to the Executive. In no event will severance payments or benefits be paid or provided until the Release becomes effective and irrevocable.

Executive shall forfeit the severance benefits outlined in this [Section 9(a)] in the event that Executive fails to execute and deliver the Release of Claims to the Corporation within 21 days (or, if required by applicable law, 45 days) from the last day of Executive's active employment or revokes such Release of Claims prior to the "Effective Date" (as such term is defined in the Release of Claims) of the Release of Claims. Payment of the benefits set forth in this [Section 9(a)] is contingent upon the Executive’s execution of the Release of Claims without revocation within the time period described in the immediately preceding sentence.

Any obligation of the Company to the Executive hereunder, other than for her Final Compensation, is conditioned, however, on the Executive’s timely and effective execution of the form of release included with this Agreement as [Exhibit A], by the deadline specified therein (any such release submitted by such deadline, the “Employee Release”) and delivering it to the Company not later than the deadline specified therein, which shall not be later than the sixtieth (60th) calendar day following the date of her Separation from Service. Subject to Section 5(g) below, severance pay to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the Termination Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the Termination Date. The Release of Claims required for separation benefits in accordance with this Section 5(d) or Section 5(e) creates legally binding obligations on the part of the Executive and the Company therefore advises the Executive to seek the advice of an attorney before signing it.