Corindus Vascular Robotics, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 15th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 21, 2011 between Corindus, Inc., a Delaware corporation (the “Company”), and Gerard Winkels (“Indemnitee”).

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●] Shares CORINDUS VASCULAR ROBOTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 26th, 2015 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2019 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is dated as of March 12, 2019, by and among Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”), and the several signatories hereto.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 16th, 2018 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2018 by and among Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 29th, 2016 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Nevada

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of __________________, 201___, by and between Corindus Vascular Robotics, Inc., a Nevada corporation (the “Company”), and _________________ (“Indemnitee”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 15th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Missouri

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 11, 2014 and is entered into by and between CORINDUS, INC., a Delaware corporation, and each of its Domestic Subsidiaries signatory hereto or hereinafter a party hereto by joinder (hereinafter collectively referred to as the “Borrower”), and STEWARD CAPITAL HOLDINGS, LP, a Delaware limited partnership, and its successors and assigns (together with its successors and assigns, hereinafter referred to as “Lender”)

Corindus Vascular Robotics, Inc. 8-K
Corindus Vascular Robotics, Inc. • March 15th, 2019 • Surgical & medical instruments & apparatus • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 27th, 2019 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Delaware

Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 16th, 2014 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT, dated as of September 11, 2014 (this “Agreement”), is made by and among Corindus Vascular Robotics, Inc., a Nevada corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).

Your Internet Defender, Inc. 8-K/A
Warrant Agreement • August 15th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Missouri

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 15th, 2019 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Delaware

Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:

Your Internet Defender, Inc. 8-K/A
Warrant Agreement • August 15th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Missouri

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

CORINDUS VASCULAR ROBOTICS, INC. $30,000,000 COMMON STOCK SALES AGREEMENT
Stock Sales Agreement • August 31st, 2018 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • New York

Corindus Vascular Robotics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

AGREEMENT AND PLAN OF MERGER by and among SIEMENS MEDICAL SOLUTIONS USA, INC., CORPUS MERGER, INC., and CORINDUS VASCULAR ROBOTICS, INC. Dated as of August 7, 2019
Agreement and Plan of Merger • August 8th, 2019 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 7, 2019, is made by and among Siemens Medical Solutions USA, Inc., a Delaware corporation (“Parent”), Corpus Merger, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them in Section 8.14.

DISTRIBUTOR AGREEMENT
Distributor Agreement • January 12th, 2015 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Distributor Agreement is effective as of the 22nd day of December, 2010 (the “Effective Date”) by and between Philips Medical Systems Nederland B.V., having a place of business at Veenpluis 4-6, PO Box 10.000 5680 DA, Best, The Netherlands (“Philips”), and Corindus Inc., having a place of business at 11 Erie Drive, Natick, MA, USA (“Corindus”) (individually a “Party” and jointly the “Parties”)

CONSULTING AGREEMENT
Consulting Agreement • August 8th, 2012 • Your Internet Defender, Inc • Services-business services, nec • New York

CONSULTING AGREEMENT, effective as of July 30, 2012 (this “Agreement”), between Yitz Grossman, an individual residing at 5 Dogwood Lane in Lawrence, New York 11559 (the “Consultant”), and Your Internet Defender, Inc., a Nevada corporation (the “Company”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 12th, 2015 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Missouri

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 11, 2014 and is entered into by and between CORINDUS, INC., a Delaware corporation, and each of its Domestic Subsidiaries signatory hereto or hereinafter a party hereto by joinder (hereinafter collectively referred to as the “Borrower”), and STEWARD CAPITAL HOLDINGS, LP, a Delaware limited partnership, and its successors and assigns (together with its successors and assigns, hereinafter referred to as “Lender”)

REGULATION D SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Your Internet Defender, Inc • October 11th, 2011 • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 1st, 2017 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2017, by and between Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”), and each Purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2019 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on June 15, 2018 by and between Corindus Vascular Robotics, Inc., a Delaware corporation with its principal office in Waltham, Massachusetts (the “Company”), and Douglas Teany (the “Executive”). Any reference herein to “Corindus” shall mean Corindus, Inc., a wholly-owned subsidiary of the Company.

INTELLECTUAL PROPERTY LOAN AGREEMENT
Intellectual Property Loan Agreement • January 12th, 2015 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Missouri

This INTELLECTUAL PROPERTY LOAN AGREEMENT (“IP Security Agreement”), dated as of June 11, 2014, is made by the CORINDUS, INC., a Delaware corporation and CORINDUS SECURITY CORPORATION, a Delaware corporation (collectively, the “Grantors”) in favor of STEWARD CAPITAL HOLDINGS, LP, a Delaware limited partnership, and its successors and assigns (together with its successors and assigns, the “Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 26th, 2015 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on this 22nd day of May, 2015 by and between Corindus Vascular Robotics, Inc., a Nevada corporation with its principal office in Waltham, Massachusetts (the “Company”), and David W. Long (“Executive”) and is effective as of the closing date of the first public offering of the Company’s common stock after the date hereof (the “Effective Date”). Any reference herein to “Corindus” shall mean Corindus, Inc., a wholly-owned subsidiary of the Company.

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LOAN AND SECURITY AGREEMENT (REVOLVING LINE)
Loan and Security Agreement • March 19th, 2018 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 16, 2018 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) CORINDUS VASCULAR ROBOTICS, INC., a Delaware corporation (“Parent Borrower”) and (ii) CORINDUS, INC., a Delaware corporation (“Subsidiary Borrower”) (Parent Borrower and Subsidiary Borrower are individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

CORINDUS VASCULAR ROBOTICS, INC. 8-K
Merger Agreement • August 8th, 2019 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Massachusetts

This Registration Rights Agreement (this "Agreement") is made and entered into as of August ___, 2014, by and between Your Internet Defender Inc., a Nevada corporation (the "Company"), and ____________________ (the "Purchaser").

LOAN AGREEMENT
Loan Agreement • July 7th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Nevada

This Loan Agreement is made this 30th day of June, 2014, by and between YOUR INTERNET DEFENDER INC., a Nevada corporation ("Borrower") whose address is 20 E. Sunrise Highway, Suite 202, Valley Stream, NY 11581 and LISA GROSSMAN, an individual who resides in the State of New York ("Lender").

Corindus Vascular Robotics, Inc. 8-K
Corindus Vascular Robotics, Inc. • March 19th, 2018 • Surgical & medical instruments & apparatus • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on this 23rd day of February, 2016 by and between Corindus Vascular Robotics, Inc., a Nevada corporation with its principal office in Waltham, Massachusetts (the “Company”), and Mark Toland (the “Executive”) and is effective as of the date hereof (the “Effective Date”). Any reference herein to “Corindus” shall mean Corindus, Inc., a wholly-owned subsidiary of the Company.

Debt Settlement Agreement
Settlement Agreement • July 7th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Nevada
DEMAND REGISTRATION RIGHTS AGREEMENT
Demand Registration Rights Agreement • August 6th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Massachusetts

This DEMAND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______ __], 2014, is made and entered into by and between Your Internet Defender Inc., a Nevada corporation (the “Company”), and Koninklijke Philips N.V., a [company organized in the Netherlands] (“Philips”), HealthCor Partners Fund, LP, a Delaware limited partnership (“HCP Fund”), HealthCor Hybrid Offshore Master Fund, L.P., a Cayman Islands limited partnership (“HCP Hybrid”), HealthCor Partners Fund II, LP, a Delaware limited partnership (“HCP II” and together with HCP Fund and HCP Hybrid, referred to as “HCP”) and 20/20 Capital III LLC, a Delaware limited liability company (“20/20” and together with Philips and HCP, the “Investors” and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

LOCK-UP AGREEMENT
Lock-Up Agreement • August 6th, 2014 • Your Internet Defender, Inc • Services-business services, nec • Nevada

THIS LOCK-UP AGREEMENT (the "Agreement") is entered into as of August ___, 2014 by and between _________________ (the "Shareholder") located at _____________________________________ and Your Internet Defender Inc., a Nevada corporation (the "Company"), with a corporate address of 20 E. Sunrise Highway, Suite 202, Valley Stream, NY 11581.

FIRST Amendment to Loan and security agreement (TERM LOAN)
Loan and Security Agreement • March 15th, 2019 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • New York

This First Amendment to Loan and Security Agreement (Term Loan) (this “Amendment”) is entered into this 14th day of March, 2019 among (a) SILICON VALLEY BANK, a California corporation (“SVB”), as collateral agent (in such capacity, the “Collateral Agent”), (b) the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SVB in its capacity as a Lender and (c) SOLAR CAPITAL LTD., a Maryland corporation (“Solar” and, together with SVB, each a “Lender” and collectively, the “Lenders”), and (d)(i) CORINDUS VASCULAR ROBOTICS, INC., a Delaware corporation (“Parent Borrower”) whose address is 309 Waverly Oaks Road, Suite 105, Waltham, Massachusetts 02452, and (ii) CORINDUS, INC., a Delaware corporation (“Subsidiary Borrower”) whose address is 309 Waverly Oaks Road, Suite 105, Waltham, Massachusetts 02452 (Parent Borrower and Subsidiary Borrower are individually and collectively, jointly and severally, “Borrower”).

AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 16th, 2014 • Corindus Vascular Robotics, Inc. • Surgical & medical instruments & apparatus • New York

This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of September 15, 2014, by and among Corindus Vascular Robotics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Corindus Vascular Robotics, Inc. S-1
Corindus Vascular Robotics, Inc. • October 21st, 2014 • Surgical & medical instruments & apparatus
First Amendment to Commercial Lease
Corindus Vascular Robotics, Inc. • November 9th, 2016 • Surgical & medical instruments & apparatus

The Parties hereto, Beaver Group LLC, (“LESSOR”) and Corindus, Inc. (“LESSEE”) are Parties under a certain Commercial Lease (“Lease Agreement”) dated October 24, 2012, for approximately 26,402 rentable square feet on the first floor at 309 Waverley Oaks Road, Suite 105, Waltham, MA and hereby agree as follows:

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