Exhibit 24
POWER OF ATTORNEY
March 4, 2019
The undersigned hereby constitutes and appoints Ajay Bansal, Robert McCormack,
Jason Miller, and Brian Knaley as the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or member of the Board of Directors of ViewRay, Inc. (the
"Company"), Forms 3, 4 and 5, including any amendments thereto, in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder (the "Exchange Act");
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
complete and execute any amendment or amendments thereto and timely file such
form with the United States Securities and Exchange Commission and the
applicable stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of each such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to act separately and to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or the substitute or substitutes of any of such
attorney-in-fact, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date first written above.
By: /s/ Shahriar Matin
