Exhibit 10.1

SECOND Amendment

to

Loan and security agreement

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of October, 2020, by and among (i) Silicon Valley Bank (“Bank”), (ii) VIEWRAY, INC., a Delaware corporation (“ViewRay”), and (iii) VIEWRAY TECHNOLOGIES, INC., a Delaware corporation (“Technologies”, and together with Viewray, individually and collectively, jointly and severally, the “Borrower”).

Recitals

A.Bank and Borrower have entered into that certain Loan and Security Agreement dated as of December 28, 2018, by and among Bank and Borrower, as amended by that certain First Amendment to Loan and Security Agreement, dated as of December 31, 2019, by and among Bank and Borrower (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).  

B.Bank has extended credit to Borrower under and for the purposes permitted in the Loan Agreement.  

C.Borrower has requested that Bank amend the Loan Agreement to (i) provide for the Term Loan 2020 (as defined below); (ii) modify the financial covenants; and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein.

D.Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Definitions.  Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2.Amendments to Loan Agreement.

2.1Section 2.1.2 (Term Loan 2020).  The following new Section 2.1.2 is hereby inserted immediately following Section 2.1.1 thereof:

“2.1.2Term Loan 2020.

(a)Availability.  Bank shall make a growth capital term loan in the maximum principal amount not to exceed Fifty Eight Million Dollars

($58,000,000.00) (the “Term Loan 2020”) available to Borrower on or about the Second Amendment Effective Date, subject to the satisfaction of the terms and conditions of this Agreement.

(b)Repayment.  Commencing on the first day of the month following the month in which the Funding Date of the Term Loan 2020 occurs, and thereafter on the first day of each successive calendar month until the Term Loan 2020 is paid in full, Borrower shall make monthly payments of interest with respect to the outstanding principal amount of the Term Loan 2020.  Commencing on the Term Loan 2020 Amortization Date, Borrower shall repay the outstanding principal balance of the Term Loan 2020 in thirty-six (36) equal payments of principal, based on a thirty-six (36) month amortization schedule (each payment of interest and/or payment of principal on the Term Loan 2020 being a “Term Loan 2020 Payment”).  Borrower’s final Term Loan 2020 Payment, due on the Term Loan 2020 Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan 2020.  Once repaid, the Term Loan 2020, or any portion thereof, may not be reborrowed.

(c)Mandatory Prepayment Upon an Acceleration.  If the Term Loan 2020 is accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest with respect to the Term Loan 2020; (ii) the Final Payment; (iii) the Prepayment Premium, if applicable, and (iv) all other sums, if any, that shall have become due and payable with respect to the Term Loan 2020, including interest at the Default Rate with respect to any past due amounts.

(d)Optional Prepayment.  Borrower shall have the option to prepay all, but not less than all, of the Term Loan 2020, without premium or penalty, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan 2020 at least ten (10) days prior to such prepayment, and (ii) pays, on the date of such prepayment (A) the outstanding principal plus accrued and unpaid interest with respect to the Term Loan 2020; (B) the Final Payment; (C) the Prepayment Premium, if applicable, and (D) all other sums, if any, that shall have become due and payable with respect to the Term Loan 2020, including interest at the Default Rate with respect to any past due amounts.

(e)Use of Term Loan 2020 Proceeds.  Proceeds of the Term Loan 2020 will be used first, on or about the Second Amendment Effective Date, for (i) the repayment in full of all outstanding principal and accrued but unpaid interest on the Term Loan; and (ii) the payment of the accrued portion of the Final Payment due and payable in respect of the Term Loan, and second, as working capital to fund its general business requirements and not for personal, family, household or agricultural purposes.”

2.2Section 2.2 (Payment of Interest on the Credit Extensions).  Subsection (a) of Section 2.2 is amended in its entirety and replaced with the following:

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“(a)Interest Rate – Term Loan 2020.  Subject to Section 2.2(b), the principal amount outstanding under the Term Loan 2020 shall accrue interest at the greater of (i) a floating per annum rate equal to two and four-tenths of one percent (2.40%) above the Prime Rate; and (ii) a fixed per annum rate equal to five and sixty-five one hundredths of one percent (5.65%), which interest shall in any event be payable monthly.”

2.3Section 2.3 (Fees).  Subsections (a) and (b) of Section 2.3 are amended in their entirety and replaced with the following:

“(a)Final Payment.  A final payment (which final payment is in addition to and not a substitution for the regular monthly payments of principal plus accrued interest, and shall be referred to herein as the “Final Payment”), due on the earliest to occur of (a) the Term Loan 2020 Maturity Date, (b) the acceleration of the Term Loan 2020, or (c) the prepayment of the Term Loan 2020 in full pursuant to Section 2.1.2(c) and/or Section 2.1.2(d), equal to (i) the original aggregate principal amount of the Term Loan 2020 funded by Bank and drawn by Borrower; multiplied by (ii) three and seven-tenths of one percent (3.70%);

(b)Prepayment Premium.  Upon repayment of the Term Loan 2020 for any reason prior to the Term Loan 2020 Maturity Date, in addition to the payment of any other amounts then-owing, a prepayment premium (the “Prepayment Premium”) in an amount equal to (i) three percent (3.00%) of the funded amount of the Term Loan 2020 if such prepayment occurs prior to the first day of the month that is thirty (30) months after the Second Amendment Effective Date; and (ii) two percent (2.00%) of the funded amount of the Term Loan 2020 if such prepayment occurs on or after the day of the month that is thirty (30) months after the Second Amendment Effective Date but prior to the Term Loan 2020 Maturity Date; provided that no Prepayment Premium shall be charged if, so long as no Event of Default has occurred and is continuing, the credit facility hereunder is replaced with a new facility from Bank; and”

2.4Section 6.2 (Financial Statements, Reports, Certificates).  Subsections (c) and (d) of Section 6.2 are amended in their entirety and replaced with the following:

“(c)Account Debtor Listing; Inventory Reports. (i) Within thirty (30) days after the last day of each calendar month, a detailed accounts receivable ledger submitted electronically, in form and substance reasonably acceptable to Bank; and (ii) within forty-five (45) days after the last day of each calendar quarter, perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment;

(d)Compliance Certificates. Within thirty (30) days after the last day of each calendar month, a duly completed Compliance Certificate signed by a Responsible Officer (provided, that so long as Borrower has maintained a Liquidity Ratio equal to or greater than 2.25:1.00 at all times during each calendar month of a calendar quarter, such Compliance Certificates will be due quarterly, within forty-

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five (45) days after the end of such calendar quarter), certifying that as of the end of such calendar month or quarter, as applicable, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants, if applicable, set forth in this Agreement and such other information as Bank may reasonably request;”

2.5Section 6.2 (Financial Statements, Reports, Certificates).  The following new subsection (k) is hereby inserted immediately following Section 6.2(j):

“(k)Changes in Beneficial Ownership.  Prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate.  Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers.”

2.6Section 6.6 (Operating Accounts).  The last sentence of subsection (a) of Section 6.6 is amended in its entirety and replaced with the following:

“Borrower shall conduct all other primary banking with Bank for services such as Letters of Credit and business credit cards.”

2.7Section 6.6 (Operating Accounts).  Subsection (d) of Section 6.6 is deleted in its entirety.

2.8Section 6.7 (Financial Covenants).  Subsections (a) and (b) of Section 6.7 are amended in their entirety and replaced with the following

“(a)Liquidity Ratio.  Borrower shall maintain at all times, to be certified by Borrower as of the last day of each calendar month, a Liquidity Ratio equal to or greater than 1.70:1.00.

(b)Revenue.  For any calendar quarter in which the Borrower has maintained a Liquidity Ratio less than 2.25:1.00 on any day in such calendar quarter, Borrower shall achieve revenue, measured in accordance with GAAP on a trailing twelve month basis as of the last day of such calendar quarter, of at least the level set forth in the Covenant Level Letter.”

2.9Section 6.10 (Access to Collateral; Books and Records).  Section 6.10 is amended in its entirety and replaced with the following:

“6.10Access to Collateral; Books and Records.  Borrower shall allow Bank, or its agents, at reasonable times, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books.  Such inspections or audits shall be conducted no more often than once every twelve (12) months (or more frequently as Bank shall determine conditions warrant; provided that such inspections shall be limited to no more than four (4) times in any twelve (12) months), unless an Event of Default has occurred and is continuing in which case

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such inspections and audits shall occur as often as Bank shall determine is necessary.  The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $1,000.00 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable and documented out-of-pocket expenses.  In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $2,000.00 plus any reasonable and documented out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.”

2.10Section 8.1 (Payment Default).  Section 8.1 is amended by deleting the term “Term Loan Maturity Date” therein and inserting “Term Loan 2020 Maturity Date” in lieu thereof.

2.11Section 10 (Notices).  The notice address of the Borrower’s counsel is amended in its entirety and replaced with the following:

“with a copy to:Faegre Drinker Biddle & Reath LLP
1470 Walnut St., Suite 300
Boulder, Colorado 80302
Attn: John R. Marcil
Email: john.marcil@faegredrinker.com”

2.12Section 13 (Definitions).

(a) The following new definitions are hereby inserted in Section 13.1, each in its applicable alphabetical order:

“Covenant Level Letter” is the covenant level letter dated as of the Second Amendment Effective Date by and between Bank and Borrower.

“Second Amendment Effective Date” is October 30, 2020.

“Term Loan 2020” is defined in Section 2.1.2(a).

“Term Loan Amortization Date” is the first day of the first whole calendar month that is twenty-four (24) months after the Second Amendment Effective Date.

“Term Loan 2020 Maturity Date” is the first day of the first whole calendar month that is sixty (60) months after the Second Amendment Effective Date.

“Term Loan 2020 Payment” is defined in Section 2.1.2(b).

(b)  The following definitions appearing in Section 13.1 are deleted in their entirety:

“Existing Accounts” is defined in Section 6.6(a).

“Existing Credit Card Accounts” is defined in Section 6.6(d).

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(c)Clause (g) of the definition of “Permitted Investments” is amended in its entirety and replaced with the following:

“(g)Investments of Foreign Subsidiaries in the Foreign Bank Accounts, but only to the extent permitted pursuant to Section 6.6(a);”

(d)Clause (i) of the definition of “Permitted Liens” is amended in its entirety and replaced with the following:

“(i)[reserved]; and”

2.13Exhibit B (Compliance Certificate).  The Compliance Certificate appearing as Exhibit B to the Loan Agreement is amended to reflect the changes to Section 6.7 of the Loan Agreement, in the form provided by the Bank to the Borrower.

3.Limitation of Amendments.

3.1The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

3.2This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4.Fees.  Borrower shall pay to Bank the fully earned, non-refundable, earned portion of the Final Payment in respect of the Term Loan, in an amount equal to Seven Hundred Ninety Nine Thousand Dollars ($799,000.00).  Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with the existing Loan Documents and this Amendment.

5.Representations and Warranties.  To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

5.1Immediately after giving effect to this Amendment (a) the representations and warranties contained in Section 5 of the Loan Agreement are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; provided that for the purpose of this Section 4.1, each reference to “Perfection Certificate” in Section 5 of the Loan Agreement shall refer to the Perfection Certificate of ViewRay, Inc. and ViewRay Technologies, Inc. dated as of the date hereof (the “Perfection Certificate”).

5.2The certified charters of Borrower delivered in connection with this Amendment remain true, accurate and complete, and the other organizational documents of

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Borrower previously delivered to Bank are true, accurate and complete and have not been amended, supplemented or restated since the Effective Date and are and continue to be in full force and effect;

5.3The execution and delivery by Borrower of this Amendment, and the performance by Borrower of its obligations under the Loan Agreement (as amended by this Amendment), have been duly authorized;

5.4The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound; and

5.5This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

6.Integration.  This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.  All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

7.Counterparts.  This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8.Effectiveness.  This Amendment shall be deemed effective upon the completion of the following:

8.1The due execution and delivery to Bank of counterparts of this Amendment and the Covenant Level Letter by each Borrower and the Bank;

8.2Borrower shall have delivered to the Bank a copy, certified by a duly authorized officer of Borrower to be true and complete as of the date hereof, of each of (i) the governing documents of Borrower as in effect on the date hereof (but, solely with respect to the

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By-Laws of each Borrower, only if such By-Laws have been modified since last delivered to the Bank), (ii) the resolutions of Borrower authorizing the execution and delivery of this Amendment, the other documents executed in connection herewith and Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall has executed and delivered this Amendment on behalf of Borrower;

8.3The Bank shall have received long-form (if applicable) good standing certificates of each Borrower, certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation, each dated as of a date no earlier than thirty (30) days prior to the Second Amendment Effective Date;

8.4The Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the execution of this Amendment, will be, terminated or released;

8.5The Bank shall have received updated evidence reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 of the Loan Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank;

8.6The Bank shall have received an executed Payment/Advance Form; and

8.7Borrower shall have paid the fees and expenses described in Section 4 above.

9.Post-Closing Requirements. To the extent not provided prior to the date hereof, (i) within ninety (90) days after the date hereof, Borrower shall deliver to Bank a bailee’s waiver in favor of Bank for each location where Borrower maintains property with a third party, by each such third party, in form and substance reasonably satisfactory to Bank, together with the duly executed signatures thereto and (ii) within thirty (30) days after the date hereof, Borrower shall deliver to Bank an additional insured endorsement to its liability insurance policy naming Bank as an additional insured thereunder in form and substance reasonably satisfactory to Bank.  Failure to comply with the foregoing requirements within the time periods noted shall constitute an Event of Default for which no grace or cure period shall apply.

[Signature page follows.]

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In Witness Whereof, the parties hereto have caused this Amendment to be executed as of the date first written above.

BORROWER:

VIEWRAY, INC.

By___________________________________
Name:________________________________
Title:_________________________________

VIEWRAY TECHNOLOGIES, INC.

By___________________________________
Name:________________________________
Title:_________________________________

BANK:

SILICON VALLEY BANK

By___________________________________
Name:________________________________
Title:_________________________________

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Exhibit 99.1

ViewRay Reports Third Quarter 2020 Results

CLEVELAND, November 5, 2020 — ViewRay, Inc. (Nasdaq: VRAY) (the "Company") today announced financial results for the third quarter ended September 30, 2020.

Third Quarter 2020 Highlights:

"We are pleased with our third quarter results in light of the economic backdrop," said Scott Drake, President and CEO. "MRIdian's clinical, strategic, and economic value propositions are resonating with customers. We received four orders in Q3, including an order from the Veterans Administration, which was a first for ViewRay. We look forward to partnering with the VA to provide the benefits of MRIdian to our nation's heroes. In addition, we continue to demonstrate fiscal discipline on operating expenses and working capital, and today announced the amendment of our term loan which extends maturity and defers amortization payments until late 2022."

Three Months Ended September 30, 2020 Financial Results:

Total revenue for the three months ended September 30, 2020 was $10.1 million compared to $20.9 million for the same period last year.

Total cost of revenue for the three months ended September 30, 2020 was $11.2 million compared to $20.3 million for the same period last year.

Total gross profit (loss) for the three months ended September 30, 2020 was $(1.1) million, compared to $0.6 million for the same period last year.

Total operating expenses for the three months ended September 30, 2020 were $23.9 million, compared to $32.3 million for the same period last year.

Net loss for the three months ended September 30, 2020 was $28.1 million, or $0.19 per share, compared to $20.8 million, or $0.21 per share, for the same period last year.

ViewRay had total cash and cash equivalents of $163.9 million at September 30, 2020.

Nine Months Ended September 30, 2020 Financial Results:

Total revenue for the nine months ended September 30, 2020 was $38.6 million compared to $71.3 million for the same period last year.

Total cost of revenue for the nine months ended September 30, 2020 was $42.8 million compared to $72.9 million for the same period last year.

Total gross profit (loss) for the nine months ended September 30, 2020 was $(4.2) million compared to $(1.5) million for the same period last year.

Total operating expenses for the nine months ended September 30, 2020 were $76.4 million, compared to $86.9 million for the same period last year.

Net loss for the nine months ended September 30, 2020 was $81.8 million, or $0.55 per share, compared to $85.0 million, or $0.87 per share, for the same period last year.

Conference Call and Webcast

The dial-in numbers are (844) 277-1426 for domestic callers and (336) 525-7129 for international callers. The conference ID number is 9819479. A live webcast of the conference call will be available on the investor relations page of ViewRay's corporate website at http://investors.viewray.com/events-and-presentations/upcoming-events.

After the live webcast, a replay will remain available online on the investor relations page of ViewRay's website, under "Financial Events and Webinars", for 14 days following the call. In addition, a telephonic replay of the call will be available until November 12, 2020. The replay dial-in numbers are (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. Please use the conference ID number 9819479.

About ViewRay®

ViewRay, Inc. (Nasdaq: VRAY), designs, manufactures, and markets the MRIdian® MR-Guided Radiation Therapy System. MRIdian is built upon a proprietary high-definition MR imaging system designed from the ground up to address the unique challenges and clinical workflow for advanced radiation oncology. Unlike MR systems used in diagnostic radiology, MRIdian's high-definition MR was purpose-built to address specific challenges, including beam distortion, skin toxicity, and other concerns that potentially may arise when high magnetic fields interact with radiation beams. ViewRay and MRIdian are registered trademarks of ViewRay, Inc.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, the rate of new orders, upgrades, and installations, ViewRay's preliminary third quarter results and anticipated future operating and financial performance, and ViewRay's conference call to discuss its third quarter 2020 results. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to commercialize MRIdian Linac System, demand for ViewRay's products, the ability to convert backlog into revenue, the timing of delivery of ViewRay's products, the timing, length, and severity of the recent COVID-19 (coronavirus) pandemic, including its impacts across our businesses on demand, operations and our global supply chains, the results and other uncertainties associated with clinical trials, the ability to raise the additional funding needed to continue to pursue ViewRay's business and product development plans, the inherent uncertainties associated with developing new products or technologies, competition in the industry in which ViewRay operates, and overall market conditions. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to ViewRay's business in general, see ViewRay's current and future reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its Quarterly Reports on Form 10-Q, as updated periodically with the company's other filings with the SEC. These forward-looking statements are made as of the date of this press release, and ViewRay assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.

VIEWRAY, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share data)

VIEWRAY, INC.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share data)

Contact:

Investor Relations:

Michaella Gallina

Vice President, Chief of Staff, Head of Investor Relations and Communications

ViewRay, Inc.

1-844-MRIdian (674-3426)

Email: investors@viewray.com

Media Enquiries:

Karen Hackstaff

Vice President, Strategy and Brand

ViewRay, Inc.

Phone: +1 408-242-2994

Email: media@viewray.com

Q3 2020 Earnings Conference Call November 5, 2020 ©2020 ViewRay, Inc. All rights reserved. Exhibit 99.2

This presentation has been prepared solely for use at this meeting and is intended for investors and analysts only. The material is given in conjunction with an oral presentation and should not be taken out of context. Unless the context requires otherwise, references to “ViewRay,” “the company,” “we,” “us” and “our,” refer to ViewRay, Inc. Except for historical information, ViewRay’s written and accompanying oral presentation may contain forward-looking statements, including statements about the overall industry, including but not limited to: our current expectations of the market; growth drivers; future trends; demand for radiation oncology products and features; and innovation and growth opportunities. Forward-looking statements also include, but are not limited to, statements about ViewRay’s: future orders; backlog or earnings growth; future financial results; and market acceptance of ViewRay’s existing products, future products, or technology. Words such as “could,” “anticipates,” “expects,” “outlook,” “intends,” “plans,” “believes,” “seeks,” “vision,” “estimates,” “may,” “will,” “future,” “horizon,” “aiming,” “driving,” “target” (or variations of them,) and similar statements, are forward-looking statements. These types of statements express management’s beliefs based on the information available to us as of the date of this presentation, are subject to change, and are not guarantees of future performance. Forward-looking statements involve risks, uncertainties, and assumptions that are difficult to predict and could cause ViewRay’s results to differ materially from those presented. These risks, uncertainties, and assumptions include, but are not limited to, changes in: the regulatory environment; global economics; trade compliance requirements, duties or tariffs; third-party reimbursement levels; currency exchange rates; taxation, healthcare law, and product clearance requirements, as well as those related to: the effect of COVID-19 on our business operations and financial condition; adverse publicity about ViewRay and our products; our reliance on sole or limited source suppliers; our ability to commercialize our products successfully; the impact of competitive products and pricing, and all other risks listed from time to time in the company’s filings with the Securities and Exchange Commission, which are incorporated into this Forward-Looking Statements disclosure by this reference. We do not assume any obligation to update or revise the forward-looking statements in ViewRay’s written or oral presentation, whether based on future events, new or additional information or otherwise. ViewRay’s written and oral presentation does not constitute an offer to sell, or the solicitation of an offer to buy, securities. The opinions and clinical experiences presented herein are specific to the featured physicians and/or the featured patients and are for information purposes only.  Nothing in this material is intended to provide specific medical advice or to take the place of written law or regulations. Individual customer results are illustrative only and are not predictive of future results. ViewRay issued a press release and presentation for today’s call. The presentation can be viewed live on the webcast or downloaded from the “financial events and webinars” portion of our website at www.investors.viewray.com. The call is being broadcast and webcast live, and a replay will be available for 14 days. Listeners are cautioned that comments made by management during this call may include forward-looking statements within the meaning of federal securities laws. These statements involve material risks and uncertainties, and actual results could differ from those projected in any forward-looking statement due to numerous factors. For a description of these risks and uncertainties, please see ViewRay's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its Quarterly Reports on Form 10-Q, as updated periodically with the company's other SEC filings. Furthermore, the content of this conference call contains time-sensitive information accurate only as of today, November 5, 2020. ViewRay undertakes no obligation to revise or otherwise update any statements to reflect events or circumstances after the date of this call.   MEDICAL ADVICE DISCLAIMER ViewRay is a medical device manufacturer and cannot and does not recommend specific treatment approaches. Individual results may vary. Forward-Looking Statements & Disclaimer

Our Mission: Treat and Prove What Others Can’t. More than installed systems globally1 disease sites treated1 11,000 40 >65 patients treated1 More than 2,800  patients with clinically reported outcomes1

Q3 2020 Financial Results Conference Call 4 MRIdian orders, including the VA Revenue: $10.1 million, including one revenue unit Used ~$16 million of cash Favorably amended SVB term loan

Where We Are Going Mission: Treat and Prove What Others Can’t Pancreas Beachhead Drive efficiency Expand proof in tough to treat and ubiquitous cancers Differentiated reimbursement

Mission: Treat and Prove What Others Can’t Deliver better outcomes in hard to treat and ubiquitous cancers Shrink treatment margins to spare healthy tissue Re-optimize radiation treatment plans to safely escalate dose Reduce fractionation (e.g. 40 to 5 or fewer) and accelerate ablative therapy adoption Create market leading cancer programs Establish new programs for patients generally not treated on conventional linacs Change referral patterns while driving market trends from IMRT -> SBRT -> SMART2 Create value in bundled environment: optimize vaults, decrease fractions & avoid costly toxicity Improve economic performance & increase TAM3 Newly treatable patients Net new patient referrals Dana-Farber/Brigham and Women’s Cancer Center reported 41 net new patients in the first year4 Optimizing care delivery CLINICAL STRATEGIC ECONOMIC The Value of MRIdian

Case courtesy of Dr. Chuong -  Miami Baptist ©2020 ViewRay, Inc. All rights reserved.  “ Oligomets in mesenteric lymph nodes  Treat and Prove What Others Can’t  Dr. Michael Chuong8 This case would never be treated on any other machine - period - to the dose we treated, period. ” ONLY on MRIdian

Expand utilization of MRIdian SMART Become first line therapy In Practice: New Medicine in Pancreas Then – X-ray Guided NOW – MRIdian SMART 1-year survival: 59%1 1-year local control: 78%5 2-year survival: ~18%5 1-year survival: 87.5% - Cornell6 1-year local control: 91.8% - Moffitt7 87.8% - MCI8 2-year survival: ~49%9

Prostate: Acibadem - low toxicity and no fiducials required10 Renal: AUMC - zero grade 3 toxicity and 91% survival at 1-year11 Oligomets: MCI - zero grade 3 toxicity12 ASTRO 2020 Data Expanding the Clinical Compendium

Leap from x-ray guided linac to MRIdian SMART Great clinical results yet recognized disease may occur outside of target volumes Confidence in ability to protect healthy tissue and organs at risk led to re-thinking treatment of the disease vs. just the tumor8 Evolving to include the visible tumor and invisible disease in treatment volumes, including lymph nodes and nearby blood vessels that contain microscopic tumor cells8 Early positive signals8 Customer Experience Confidence Re-thinking Patient Care

` X-Ray based SBRT Extended Volume SMART Dose overlaps OAR oART: OAR are protected Prescribed radiation dose Implanted fiducials MRIdian: See, Shape, Strike Customer experience à confidence à re-thinking patient care Lymph node Tumor Blood vessel

Mission: Treat and Prove What Others Can’t Deliver better outcomes in hard to treat and ubiquitous cancers Shrink treatment margins to spare healthy tissue Re-optimize radiation treatment plans to safely escalate dose Reduce fractionation (e.g. 40 to 5 or fewer) and accelerate ablative therapy adoption Create market leading cancer programs Establish new programs for patients generally not treated on conventional linacs Change referral patterns while driving market trends from IMRT -> SBRT -> SMART2 Create value in bundled environment: optimize vaults, decrease fractions & avoid costly toxicity Improve economic performance & increase TAM3 Newly treatable patients Net new patient referrals Dana-Farber/Brigham and Women’s Cancer Center reported 41 net new patients in the first year4 Optimizing care delivery CLINICAL STRATEGIC ECONOMIC The Value of MRIdian

MRIdian helps customers achieve their macro goals Program Differentiation: Treat: Patients who were not candidates for radiation prior to MRIdian Attract: Patients traveling from outside catchment area Our Customers Macro Goals: Treat: Patients with the best possible care Attract: New patients into the health system Retain: Patients in health system All in a financially responsible manner Retain: Increase in-network referrals Program Efficiency Reduce per patient treatment times

The Future Is Now WE ARE DOING IT TODAY: MRIdian smart Cardiac sarcoma Locally advanced inoperable pancreatic cancer high dose Multiple pancreatic tumors high dose Reirradiation of ultra-central lung Reirradiation of central lung Ultra-central lung high dose  Multiple liver mets high dose Rectal cancer with DWI Reirradiation of liver TREAT WHAT OTHERS CAN'T ONLY ON MRIDIAN Pediatric liver rhabdoid tumor Mobile mesenteric lesion Adrenal high dose Central lung high dose Esophageal GI junction Kidney/Renal high dose Post-prostatectomy prostate bed and nodes Single fraction accelerated partial breast irradiation Fiducial-free intact prostate  2020 Internal and historical company data

Attract and Retain MRIdian as a magnet Brigham and Women’s: 41 net new patients in the first year4 and record financial performance despite COVID-1917 GenesisCare Oxford, Dr. Das: “Most of my patients travel 120-130 miles. If you can provide the best treatment option, the patient will be willing to go anywhere, and they always want the best treatment outcome.”14 MCI: 20% of patients come from outside of Miami15 Cornell: 4x increase in prostate cancer patients because of routine referrals to MRIdian program16 Other cancer centers GIs Surgeons Other Specialists Cancer types not previously treated with radiation

New MRIdian Patients Create Economic Value Approximately $8.5 million more in estimated revenue over the life of the system Economic value augmented by retaining patients within network, appropriate adaptive reimbursement, and cancer program differentiation Several MRIdian customers have purchased multiple MRIdians Example: Brigham and Women’s Results of this case study are not predictive of future results

Patient Benefit Non-invasive Fewer side effects Improved quality of life Shorter courses of treatment Less disruption to their lives More savings from less travel Less exposure in COVID-19 era ©2020 ViewRay, Inc. All rights reserved. Source: internal company records

Where We Are Going Mission: Treat and Prove What Others Can’t Pancreas Beachhead Drive efficiency Expand proof in tough to treat and ubiquitous cancers Differentiated reimbursement

Financial Results Q3 2020 ©2020 ViewRay, Inc. All rights reserved.

Q3 2020 Financial Results Conference Call 4 MRIdian orders, including the VA Revenue: $10.1 million, primarily from one revenue unit Used ~$16 million of cash Favorably amended SVB term loan

Q3 2020 Financial Results ©2020 ViewRay, Inc. All rights reserved.

SVB Term Loan Amendment ©2020 ViewRay, Inc. All rights reserved. $56 million loan was set to begin amortizing in December of 2020 Extended maturity and restarted the interest-only period ~$35 million in amortization payments deferred until November 2022 Favorable interest rate + covenant improvement

Question and Answer Session ©2020 ViewRay, Inc. All rights reserved.

Presentation Citations 12020 Internal and historical company data 2 Stereotactic MR-guided Adaptive Radiation Therapy 3 Total addressable market 4 “Day One, All-Day Adaptive: Dana-Farber/Brigham and Women's Cancer Center Maximizes Clinical Value of MRIdian,” 7/23/20 5 Herman JM, Chang DT, Goodman KA, et al. Phase 2 multi-institutional trial evaluating gemcitabine and stereotactic body radiotherapy for patients with locally advanced unresectable pancreatic adenocarcinoma. Cancer 2015;121:1128-37 6 INITIAL OUTCOMES AND TREATMENT-ASSOCIATED TOXICITIES USING STEREOTACTIC MRI-GUIDED ADAPTIVE RADIATION THERAPY FOR PANCREATIC CANCER PATIENTS TREATED AT A SINGLE INSTITUTION K. Kaylor1, R. E. Fecteau2, R. Pennell3, S. L. Chen2, O. Balogun2, H. R. R. Cardenes2, E. B. Golden2, and J. Ng2 1Weill Cornell Medical College, New York, NY, 2NewYork-Presbyterian/Weill Cornell Medical Center, New York, NY, 3New York University School of Medicine, New York, NY; ASTRO 2020 7 A SINGLE INSTITUTION EXPERIENCE ON HIGH DOSE MRI-GUIDED STEREOTACTIC BODY RADIOTHERAPY FOR PANCREATIC CANCER: EARLY OUTCOMES, SAFETY AND FEASIBILITY R. F. Palm1, E. F. Boyer2, A. J. Sim1, K. Latifi3, M. Malafa4, P. Hodul4, J. B. Fleming4, J. W. Denbo4, D. W. Kim5, E. M. Carballido5, S. Hoffe1, and J. M. Frakes1 1H. Lee Moffitt Cancer Center and Research Institute, Department of Radiation Oncology, Tampa, FL, 2University of South Florida Morsani College of Medicine, Tampa, FL, 3H. Lee Moffitt Cancer Center and Research Institute, Department of Medical Physics, Tampa, FL, 4H. Lee Moffitt Cancer Center and Research Institute, Department of Surgical Oncology, Tampa, FL, 5H. Lee Moffitt Cancer Center and Research Institute, Department of Medical Oncology, Tampa, FL; ASTRO 2020 8 Dr. Choung has served on advisory boards of, and received honoraria from, ViewRay outside the scope of this presentation. Miami Cancer Institute has received research support from ViewRay. Chuong MD, Bryant J, Mittauer KE, Hall M, Kotecha R, Alvarez D, Romaguera T, Rubens M, Adamson S, Godley A, Mishra V, Luciani G, Gutierrez AN, Ablative 5-fraction stereotactic magnetic resonance-guided radiation therapy (MRgRT) with on-table adaptive replanning and elective nodal irradiation for inoperable pancreas cancer, Practical Radiation Oncology (2020) 9Rudra, S., Jiang, N., Rosenberg, S. A., Olsen, J. R., Roach, M. C., Wan, L., et al. (2019). Using adaptive magnetic resonance image-guided radiation therapy for treatment of inoperable pancreatic cancer. Cancer Medicine, 8(5), 2123–2132. Results of this study are not predictive of future results 10 Ugurluer G, Atalar B, Zoto Mustafayev T, Gungor G, Aydin G, Sengoz M, et al. Magnetic resonance image-guided adaptive stereotactic body radiotherapy for prostate cancer: preliminary results. Br J Radiol 2020; 93: 20200696. Results of this study are not predictive of future results. 11 Tetar, S.U.; Bohoudi, O.; Senan, S.; Palacios, M.A.; Oei, S.S.; Wel, A.M.; Slotman, B.J.; Moorselaar, R.J.A.; Lagerwaard, F.J.; Bruynzeel, A.M.E. The Role of Daily Adaptive Stereotactic MR-Guided Radiotherapy for Renal Cell Cancer. Cancers 2020, 12, 2763. Results of this study are not predictive of future results. 12 ABLATIVE DOSE PRESCRIBED TO OLIGOMETASTASES NEAR GASTROINTESTINAL LUMINAL STRUCTURES IS WELL TOLERATED USING STEREOTACTIC MAGNETIC RESONANCE IMAGE-GUIDED ADAPTIVE RADIATION THERAPY (SMART) M. D. Chuong1, R. Herrera2, J. Contreras1, R. Kotecha1, N. S. Kalman1, J. Garcia2, T. Romaguera1, A. Gutierrez1, K. E. Mittauer1, D. Alvarez1, G. Luciani1, A. R. Godley3, and M. D. Hall4 1Miami Cancer Institute, Miami, FL, 2Florida International University Herbert Wertheim College of Medicine, Miami, FL, 3Department of Radiation Oncology, Taussig Cancer Institute, Cleveland Clinic, Cleveland, OH, 4Department of Radiation Oncology, Miami Cancer Institute, Miami, FL; ASTRO 2020. Results of this study are not predictive of future results. 13 Slide 10 prostate trial: “Phase I Trial of MRI-Linac based Stereotactic Body Radiation Therapy with Simultaneous Integrated Boost for Localized Prostate Cancer” 14 GenesisCare Oxford. https://www.bigmarker.com/viewray/Case-Review-in-Oxford-Standalone-Center-MRIdian. 6/3/2020 15 Dr. Michael Choung, Miami Cancer Institute. “Physician-led Webinar for Investors and Analysts at 2020 ASTRO Annual Meeting”, 10/27/2020. https://investors.viewray.com/events/event-details/physician-led-webinar-investors-and-analysts-2020-astro-annual-meeting 16 D. Nagar, New York Presbyterian. 10/28/2020 17 Dr. Ray Mak, Dana Farber. “Physician-led Webinar for Investors and Analysts at 2020 ASTRO Annual Meeting”, 10/27/2020. https://investors.viewray.com/events/event-details/physician-led-webinar-investors-and-analysts-2020-astro-annual-meeting