ViewRay’s Cooperation Agreement with Hudson Executive Capital

On March 9, 2022, ViewRay, Inc. (“ViewRay”), which designs, manufactures and markets the MRIdian® MRI‑Guided Radiation Therapy System, announced that it has reached an agreement with Hudson Executive Capital LP (“HEC”), a New York City‑based value‑oriented investor, to appoint an independent director to the ViewRay Board of Directors, effective as of March 8, 2022. In addition, ViewRay has retained a representative of HEC as a consultant to work with the Company to enhance shareholder returns and ViewRay has agreed to consider that consultant as a candidate for election to the Board at the 2023 annual stockholder meeting. In connection with this announcement, ViewRay has entered into a cooperation agreement with HEC, which currently owns approximately 8.8% of the Company’s outstanding common stock. Pursuant to its agreement with ViewRay, HEC has agreed to customary standstill and voting commitments, among other provisions. Cravath is representing ViewRay in connection with the agreement.

The Cravath team is led by partners Minh Van Ngo and Andrew M. Wark and includes associate Ori Oren on corporate and activist defense matters.