Formulaire DEFM14A robot vasculaire Corindus ☏ mutuelle santé entreprise

Quels éléments jouent sur le tarif d’une caractère pro ?
Plusieurs critères vont avoir un impact sur le coût d’une aisance professionnelle, parmi quoi le danger potentiel que vous représentez pour l’assureur. Ainsi vont être pris en compte dans le tarif :

la taille de l’entreprise et sa forme juridique. Ainsi, une entreprise unipersonnelle ou bien un auto-entrepreneur bénéficieront d’un tarif réduit, car les risques à couvrir sont moindres.
le chiffre d’affaires de l’entreprise. En effet, un chiffre d’affaires important représente un risque supplémentaire que la compagnie d’assurance va transmettre sur ses prix
le secteur d’activité de l’entreprise. Une entreprise travaillant dans le domaine des coups de main est au contraire exposée à des risques moins décisifs qu’une société du domaine du bâtiment ou de la chimie
le taux le montant le pourcentage de garanties et leur étendue. Plus elles seront nombreuses et couvrantes et plus le tarif existera important.
Combien paiera un auto-entrepreneur pour son toupet professionnel ?
Le coût de l’assurance pro pour un auto-entrepreneur varie en fonction du chiffre d’affaires, du secteur d’activité. Mais attention ! Selon métiers, certaines garanties sont obligatoires comme le cas de la garantie décennale bâtiment pour professionnels du BTP.

Ainsi un auto-entrepreneur pourra souscrire garanties suivantes (montant minimal) :

responsabilité civile : 100 euros dans an
protection juridique : 100 euros selon an
complémentaire santé : 200 euros chez an
persuasion perte d’exploitation : 300 euros dans an
multirisque professionnel : 400 euros selon an
garantie décennale bâtiment : 600 euros parmi an

Quid du cours de l’assurance pour quelques pratique ?
Voici plusieurs fourchettes de tarifs pour des persuasion professionnelles particuliers :

Pour une société individuelle, le chiffre d’affaires moyen, le secteur d’activité et le taux le montant le pourcentage de garanties souscrites vont avoir un impact sur le prix de l’assurance professionnelle. Ainsi les prix peuvent aller de 100 à 1000 euros dans an
Pour une certitude profession libérale, au-delà de l’activité exercée et garanties choisies, le nombre de collaborateurs et l’occupation d’un local professionnel pourront également jouer sur les cotisations. Les prix moyens vont de 90 à 500 euros annuels
Pour une aplomb agricole, la taille de l’exploitation sera également prise en compte. Le coût moyen d’une foi couvrant tant l’exploitation que le matériel s’élève à grossièrement 2000 euros selon an


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LES ETATS-UNIS
COMMISSION DE LA SECURITE ET DU CHANGEMENT
Washington, D.C. 20549

ANNEXE 14A

Déclaration de l'agent en vertu de la section 14 (a)
de
1934 Loi sur la bourse

Soumis par le registraire

Soumis par une partie autre que la personne inscrite

Cochez la case correspondante:

Préliminaire
Déclaration d'agent
Confidentiel pour utilisation par la Commission
Seulement (comme autorisé par l'article 14a-6 (e) (2))
Déclaration finale du commissaire
Matériel supplémentaire final
Se renseigner sur le matériel en vertu du §240.14a-12

CORINDUS
ROBOTIQUE VASCULAIRE, INC.

(Le nom de la personne inscrite est indiqué dans ses statuts)

Non applicable

(Nom de la ou des personnes soumettant la déclaration de procuration,
si non inscrit)

Paiement des frais de demande (cocher la case correspondante)
boîte):

Non
des frais sont requis.

Le péage
calculé dans le tableau ci-dessous conformément aux règles 14 bis à 6 i) 1) et 0 à 11 de la loi intitulée Exchange Act

(1) Nom de chaque catégorie de titres à laquelle l'opération s'applique:

(2) Nombre total de titres couverts par la transaction:

(3) Le prix unitaire ou autre valeur de transaction sous-jacente calculée selon la loi de la bourse
0 à 11 (indiquer le montant à partir duquel la taxe de dépôt est calculée et comment elle a été calculée):

(4) Valeur de transaction totale maximale suggérée:

La taxe avait déjà été payée pour le matériel préliminaire.
Cochez la case s'il y a une partie des frais
est compensée conformément aux articles 0 à 11 a) et 2) de la loi intitulée Exchange Act et détermine le cas où la taxe de compensation a été réglée plus tôt.
Identifiez la demande précédente à l'aide du numéro de demande d'enregistrement, du formulaire ou de l'annexe et de la date de dépôt.
(1) Montant déjà payé:
(2) Formulaire, calendrier ou numéro d'enregistrement:

2019 26 septembre

Cher actionnaire,

2019 7 août
Corindus Vascular Robotics, Inc. ("Corindus") a conclu un accord de fusion final devant être acquis par Siemens.
Medical Solutions USA, Inc. ("SMS USA"). Sous réserve des termes et conditions de l'accord de fusion,
la filiale à part entière de SMS USA sera fusionnée avec et dans Corindus et Corindus survivra à la fusion en tant que filiale à part entière de
une filiale de SMS USA.

Si la fusion est
complétés, nos actionnaires auront droit à (i) 4,28 $ en espèces sans intérêt, sous réserve de la déduction applicable
Frais («taxe sur les actions ordinaires») pour chaque action ordinaire Corindus d’une valeur nominale de 0,0001 USD par action
(«Actions ordinaires de Corindus») et (ii) 85,60 $ en espèces, excluant les intérêts, sous réserve des retenues d’impôt applicables (
"Évaluation des actions privilégiées"), pour chaque action privilégiée convertible de série A d’une valeur nominale de 0,0001 $ par action,
Corindus («actions privilégiées de série A») et la valeur nominale de chaque action privilégiée convertible de série A-1
Corindus ("actions privilégiées de série A-1" et, avec les actions privilégiées de série A, 0,0001 $ par action)
"Actions privilégiées de Corindus") qu’ils détiennent immédiatement avant la fusion (sauf chacune)
(i) et (ii) ci-dessus, aux actionnaires qui ont exercé une diligence raisonnable et qui n'ont ni perdu ni retiré leurs actions.
droits d’évaluation de ces actions en vertu de la loi du Delaware).

Vous êtes
sont cordialement invités à assister à une assemblée extraordinaire de nos actionnaires dans le cadre du projet de fusion
2019 Le 25 octobre à 8 h, heure de l'Est, dans les bureaux de Grant Thornton, État 75, 13des milliers Haute
Boston, Massachusetts 02109. Lors d'une assemblée extraordinaire, tous les actionnaires seront invités à examiner et à voter sur la proposition.
accepter l'accord de fusion et approuver les transactions qui y sont prévues, y compris la fusion ("fusion"
offre "). L’approbation de la proposition de fusion requiert la majorité des suffrages exprimés
le pouvoir des actions en circulation de Corindus et des actions privilégiées de Corindus, réunies en une seule et même classe,
avec les actionnaires privilégiés avec droit de vote de Corindus, calculé en divisant le nombre d’actions
Corindus souhaitait que cet actionnaire détienne 1,29 USD sur la base de son certificat de nomination
en référence aux actions Corindus.

Conseil Corindus
le directeur (à l'exception de M. Nathan Harrington, qui s'est abstenu lors du vote du conseil sur la fusion),
Les actionnaires de Corindus et de Corindus ont intérêt à conclure un accord de fusion et à approuver et
a déclaré souhaitable l'accord de fusion et la fusion. Conseil d'administration de Corindus (à l'exception de M. Harrington, qui s'est abstenu)
a déterminé un certain nombre de facteurs décrits plus en détail dans la présente déclaration de procuration. Corindus
le conseil d'administration (à l'exception de M. Harrington, qui s'est abstenu lors du vote du conseil sur la fusion), a recommandé à l'unanimité que
vous votez en faveur de la proposition de fusion.

Actions ordinaires
Le bénéfice par action représente une prime de 76,9% par rapport au cours de clôture d’une action ordinaire de Corindus à 2,42 USD.
2019 Le 7 août, dernier jour de bourse avant l'annonce publique de la fusion proposée, et 49,7% d'acompte dans les 30 jours
2019 7 août le prix moyen pondéré des actions ordinaires de Corindus est d'environ 2,86 USD.

À la spéciale
Au cours de l’assemblée, les actionnaires de Corindus seront également invités à voter sur la proposition à titre consultatif et non contraignant afin d’approuver certains
rémunération qui sera ou pourrait être versée aux membres de la haute direction de Corindus nommés dans Corindus en fonction ou en relation avec
une fusion conformément aux règles adoptées par la Securities and Exchange Commission et à une motion visant à approuver le report
la date de la réunion extraordinaire à une date ultérieure ou aux dates requises ou requises pour demander des votes supplémentaires pour approbation
une proposition de fusion si l'assemblée extraordinaire n'a pas suffisamment de voix pour approuver la proposition de fusion. Corindus
le conseil d'administration (à l'exception de M. Harrington, qui s'est abstenu) a recommandé à l'unanimité à tout le monde de voter pour
de ces suggestions.

La fusion ne peut être
sera résilié sauf si les actionnaires de Corindus détenant la majorité des droits de vote en circulation dans Corindus
Actions et actions Corindus votant ensemble en tant que classe avec les détenteurs d'actions privilégiées de Corindus
exprimer le nombre de voix obtenu en divisant par 1,29 USD la participation de cet actionnaire dans Corindus,
approuver la proposition de fusion. Votre vote est très important, peu importe le nombre d'actions que vous possédez. Peu importe si vous l'attendez
Si vous souhaitez assister à l’assemblée extraordinaire en personne, soumettez une procuration pour que vous puissiez voter pour vos actions dès que possible afin que vos actions soient:
peut être représenté et voté en session extraordinaire. Si vous allez assister à une réunion extraordinaire et voter en personne, votre vote
le vote révoquera la procuration donnée précédemment. Le vote sur la proposition de fusion aura le même effet que le vote
votez contre cette proposition.

Obligations
Corindus et SMS USA doivent remplir ou renoncer à certaines conditions pour mener à bien la fusion. En accompagnement
La déclaration de procuration contient des informations détaillées sur SMS USA, une assemblée extraordinaire, un accord de fusion et une fusion.

Merci pour votre genre
faire confiance à Corindus.

Cordialement,

Mark J. Toland
Président et chef de la direction

Non
La Securities and Exchange Commission ou un organisme de réglementation des valeurs mobilières n’a pas approuvé ou approuvé la fusion,
sur la base de l'accord de fusion ou de la fusion ou pour déterminer si la déclaration de procuration ci-jointe est exacte ou complète.
Toute affirmation contraire est une infraction pénale.

La déclaration de procuration jointe est 2019. 26 septembre et, avec la procuration ci-jointe, envoyé en premier
Aux actionnaires de Corindus en 2019 26 septembre

Robotique vasculaire Corindus, Inc.
309 chênes Waverley
Route, Suite 105

Waltham, Massachusetts 02452

AVIS SUR ASSEMBLÉE EXTRAORDINAIRE DES ACTIONNAIRES

DATE ET HEURE 2019 25 octobre
20h00, heure de l'Est
Emplacement Bureaux Grant Thornton, State Street 75, 13des milliers Étage, Boston, Massachusetts 02109
POINTS D'AFFAIRES Examiner et voter sur la proposition d'adopter le 2019 7 août Accord et plan de fusion (tels que modifiés de temps à autre par «l'accord de fusion») par Siemens Medical Solutions USA, Inc. ("SMS USA"), Corpus Merger, Inc. ("Merger Sub") et Corindus Vascular Robotics, Inc. ("Corindus" ou "la Société") et approuvent les transactions visées aux présentes, y compris la fusion ("Offre de fusion" "). "); Une copie de l’accord de fusion est jointe à la déclaration de procuration ci-jointe, Annexe A;
Examiner et voter sur la proposition, sur une base consultative non contraignante, pour approuver certaines indemnités que Corindus paiera ou pourra verser à ses membres de la haute direction visés qui sont raisonnables ou autrement liées à la fusion (la proposition d'indemnisation de fusion «Agent de la haute direction nommée»); et
Examiner et voter sur une motion visant à approuver l'ajournement de l'assemblée extraordinaire des actionnaires de Corindus (l '"assemblée extraordinaire") à une date ultérieure, au besoin ou selon le besoin, afin d'ordonner un vote supplémentaire en faveur de la fusion. une proposition s'il n'y a pas assez de voix pour approuver la proposition de fusion lors d'une réunion extraordinaire ("proposition de report").
DATE D'ENREGISTREMENT Seuls les détenteurs d'actions ordinaires et privilégiées de Corindus employés en 2019. 26 septembre À la fin («date d'enregistrement»), aura le droit d'annoncer et de voter à l'assemblée extraordinaire, ainsi que tout ajournement ou ajournement. réunion spéciale.
VOTE PAR PROCURATION Votre vote est très important, peu importe le nombre d'actions que vous possédez. Le conseil d'administration de Corindus (le «conseil») demande à votre mandataire de s'assurer qu'il y a quorum et que vos actions sont représentées et votées à l'assemblée extraordinaire. Pour plus d'informations sur l'envoi de votre agent autorisé en ligne, par téléphone ou en retournant une carte proxy classique (l'enveloppe ne nécessite pas de courrier supplémentaire si elle est expédiée aux États-Unis), voir le document Proxy Statement et la carte proxy ci-joints. Si vous décidez par la suite de voter en personne lors de la réunion extraordinaire, des informations sur la révocation de l'autorisation avant la réunion extraordinaire sont également fournies.
RECOMMANDATIONS Le conseil d'administration (à l'exception de Nathan Harrington, qui s'est abstenu lors du vote du conseil sur la fusion) a recommandé à l'unanimité que le vote soit:

"POUR" proposition de fusion;
"POUR" une requête en indemnité du dirigeant lié à la fusion nommé; et
"POUR" offre de report.
Évaluation Les actionnaires de Corindus qui n'ont pas voté en faveur de la proposition de fusion auront le droit de demander une évaluation équitable de leurs actions Corindus, comme le prévoit l'article 262 de la Delaware General Corporation Law ("DGCL"), s'ils se soumettent à une évaluation avant le vote. Et conformez-vous à toutes les exigences de la section 262 de la DGCL. L’ensemble de l’article 262 de la DGCL est reproduit en 2006. Annexe C à la déclaration de procuration ci-jointe. Le pouvoir qui l’accompagne est l’avis de l’évaluation des droits de fusion requise par l’article 262 de la DGCL.

VOTRE VOIX EST GRANDE
IMPORTANT SI VOUS NE VOULEZ PAS UNE RÉUNION PRÉFÉRENTIELLE SPÉCIALE, VEUILLEZ SIGNALER LE PROCURATION SUR INTERNET OU AU TÉLÉPHONE
SELON LES INSTRUCTIONS QUE LE MATERIEL DOIT AVOIR OU COMPLETER, DATE, NOM ET RETOURNER LA CARTE DE PROCURATION TEL QUE VRAIMENT DISPONIBLE.
Si vous recevez plusieurs procurations parce que vous possédez des actions inscrites sous différents noms ou adresses, chaque procuration doit être classée.
SI VOUS N'AVEZ PAS DE PROCURATION OU VOUS VOULEZ VOTRE DISTRIBUTEUR, COMMENT VOTER VOS ACTIONS OU VOTER PERSONNE EN SPECIAL
RÉUNIONS SUR LA PROPOSITION DE FUSION, CES AMENDEMENTS SERONT "ADOPTÉS" SUR LA PROPOSITION DE FUSION MAIS DOIVENT
AUCUN TITRE DE L'OFFRE D'OFFRE DE RÉMUNÉRATION OU D'ASSISTANCE AU DIRECTEUR GÉNÉRAL.

La confirmation
la proposition de fusion requiert des droits de vote "affirmatifs" détenus par les actions ordinaires de Corindus
Valeurs mobilières et les actions privilégiées de Corindus en circulation à la fin du jour ouvrable en votant ensemble comme une seule et même classe,
avec les actionnaires privilégiés de Corindus habilités à voter par décompte du dividende. nombre d'actions
Selon le certificat de désignation de Corindus, Corindus a privilégié les actions détenues par cet actionnaire à 1,29 $ chacune.
Actions de Corindus.

La confirmation
l'offre de rémunération à chacun des membres de la haute direction visés dans le cadre de la fusion et de l'offre de report
– affirmatif ou négatif (représentant le nombre d'actions)
chaque proposition pertinente doit dépasser le nombre de suffrages exprimés
proposition d’approbation correspondante) (avec le vote préférentiel des actionnaires de Corindus sur
paragraphe précédent) lors de la réunion à laquelle le quorum est atteint.

Votre avocat peut
peuvent être retirés à tout moment avant le vote à l'assemblée extraordinaire, conformément à la procédure exposée dans la déclaration de procuration ci-jointe.

Si vos promotions
il y a un courtier, une banque ou un autre candidat et si vous souhaitez voter en personne à la réunion extraordinaire, vous devez vous présenter à la réunion spéciale.
rencontrer le mandataire du courtier, de la banque ou d'un autre prête-nom qui est propriétaire de vos actions et qui a le droit de voter en personne à la séance spéciale
réunion. Soumettez également à votre réunion spéciale un relevé de votre compte prouvant votre réelle propriété de Corindus.
actions ordinaires ou privilégiées par Corindus à la date de clôture des registres. Tous les actionnaires et les mandataires participant à l'assemblée extraordinaire
ils doivent également apporter leur carte d'identité.

Déclaration autorisée,
dont fait partie cet avis, donne une description complète de l’accord de fusion et de la fusion. Nous vous encourageons à lire
le pouvoir, y compris tous les documents relatifs au renvoi, et ses annexes de manière approfondie et complète. Si vous
Vous avez des questions sur la fusion ou la déclaration de procuration, ou souhaitez obtenir des copies supplémentaires de la déclaration de procuration ou le besoin
Aidez à voter pour les actions Corindus ou les actions Corindus, contactez l'avocat autorisé Corindus MacKenzie
Partners, Inc.

Sur ordre du conseil d'administration

David W. Long
Secrétaire des entreprises

Waltham, Massachusetts
2019 26 septembre

TABLE DES MATIERES

Résumé

Ce résumé
souligne les informations contenues dans une autre déclaration de ce commissaire et peut ne pas contenir toutes les informations pertinentes
à vous sur la fusion et d'autres questions discutées lors d'une réunion extraordinaire des actionnaires de Corindus. Nous sommes encouragés
Veuillez lire attentivement le reste de cette déclaration de procuration, y compris les annexes et les autres documents auxquels nous sommes joints.
vous a dirigé. Pour plus d’informations sur Corindus incluses dans les documents incorporés par référence à cet agent,
voir Consultez la section «Où trouver plus d’informations» à partir de la page 100 de cette déclaration par procuration.
Nous avons inclus des liens de page dans ce résumé pour vous aider à décrire plus en détail les sujets ci-dessous.

Les termes définis importants sont utilisés
ce proxy

Tous les liens
Corindus, la Société, «nous», «notre» ou «notre» dans cette déclaration de procuration
contactez Corindus Vascular Robotics, Inc., une société du Delaware; toutes les références à "SMS USA" concernent Siemens Medical
Solutions USA, Inc., une société du Delaware; Toutes les références à «Merger Sub» font référence à Corpus Merger, Inc., Delaware.
une société et une filiale à part entière de SMS USA; toutes les références aux "Actions ordinaires Corindus" renvoient à la
Les actions Corindus ont une valeur nominale de 0,0001 USD par action; toutes les références à "Corindus Preferred Stock" sont toutes prises ensemble
Actions privilégiées convertibles de série A de Corindus de 0,0001 $ par action ("actions privilégiées de série A")
et Corindus («actions privilégiées série A-1») actions privilégiées convertibles A-1 d’une valeur nominale de 0,0001 USD par action;
toutes les références à «Corindus Capital Stock» désignent collectivement les actions ordinaires Corindus et les actions de Corindus.
les stocks; "Évaluation de la fusion" désigne, le cas échéant, la valeur des actions ordinaires (telles que définies dans les présentes) ou
valorisation des stocks (telle que définie ici) dans son contexte; toutes les références à «le conseil» désignent le conseil
Directeur de Corindus; toute référence à la "fusion" s'entend de la fusion de Merger Sub avec et avec Corindus
Corindus continue la société survivante et sa filiale à part entière de SMS USA; sauf indication contraire ou comme
En d’autres termes, toute référence à un «accord de fusion» fait référence à un accord de date et de date et à un plan de fusion.
depuis 2019 à compter du 7 août 2006, entre les États-Unis d'Amérique, Merger Sub et Corindus, avec modifications, de temps à autre
inclus comme Annexe A à la déclaration de ce commissaire. À la suite de la fusion de Corindus, il est parfois fait référence à
dans cette déclaration de procuration en tant que "société survivante".

Les parties

Corindus (voir page 24)

La société est
est engagé dans la conception, la fabrication et la vente de systèmes robotiques vasculaires de précision destinés aux navires interventionnels
procédures. Notre CorPath® plate-forme est le premier dispositif médical autorisé par la FDA à fournir une précision robotique au système sous-cutané.
procédures coronaires et vasculaires. CorPath GRX est une technologie robotique de deuxième génération qui offre des améliorations
plate-forme, ajoutant des améliorations qui augmentent la précision, améliorent le flux de travail et étendent les capacités et les procédures
peut être effectué de manière robotique.

Actions de Corindus
est commercialisé sous la marque de commerce NYRS American (NYSE American), CVRS. Notre siège social est situé au 309 Waverley
Oaks Road, bureau 105, Waltham, Massachusetts 02452, et notre numéro de téléphone est le (508) 653-3335. L'adresse Internet de notre société est www.corindus.com.

SMS aux États-Unis (voir page 24)

SMS États-Unis, Delaware
Corporation, est une filiale en propriété exclusive indirecte de Siemens Healthineers AG ("Healthineers") et une grande société américaine.
filiale d’exploitation de Healthineers. SMS USA fournit des équipements de diagnostic médical et des technologies de la santé aux particuliers et aux citoyens
clients aux États-Unis.

SMS USA a son propre
Bureau principal situé au 40 Liberty Boulevard, Malvern, Pennsylvanie 19355, États-Unis, numéro de téléphone 888-826-9702.

Responsable médical
Les professionnels de la santé développent continuellement leur portefeuille de produits et services dans des domaines clés du diagnostic et du traitement.
imagerie et diagnostic de laboratoire et médecine moléculaire. Les professionnels de la santé responsabilisent les prestataires de soins du monde entier
développer la médecine de précision, modifier la prestation des soins, améliorer l'expérience des patients et numériser les soins de santé. À la fin de celui-ci
lors du dernier exercice 2018. Au 30 septembre 2007, les professionnels de la santé affichaient un chiffre d'affaires de 13,4 milliards de dollars. et bénéfice ajusté de 2,3 EUR
milliards et environ 50 000 employés dans le monde.

Pour extra
pour plus d'informations, visitez le site www.siemens-healthineers.com/en-us/. Les informations fournies par Healthineers ou SMS SMS n'est pas disponible
fait partie de cette déclaration de procuration et n'est pas incluse dans cette déclaration de procuration par référence ou autre référence aux professionnels de la santé
ou SMS sur les sites américains contenus dans cette déclaration de proxy.

Subdivision de fusion (voir page 24)

Le sous-groupe de fusion est
Delaware Corporation et sa filiale à part entière, SMS USA, dont le siège social est situé au 40 Liberty Boulevard,
Malvern, PA 19355, Etats-Unis, numéro de téléphone 888-826-9702. Elle a été créée dans le but de conclure des transactions futures
l'accord de fusion. Fusion Fusion fusionnera avec et au moment de la fusion ("heure de validité")
à Corindus lorsque le fusionnement Sub cesse d'exister et que Corindus reste une société survivante et sa filiale à part entière
de SMS aux États-Unis.

Réunion spéciale

Date, heure et lieu (voir page 25)

Une réunion spéciale
L'assemblée des actionnaires de Corindus ("assemblée extraordinaire") est prévue dans les bureaux de Grant Thornton dans 75 États
Dans la rue, le 13des milliers Floor, Boston, Massachusetts 02109, 2019. 25 octobre, 8h00 heure de l'Est.

But de la réunion extraordinaire (voir page 25)

À la spéciale
Lors de l’assemblée, les actionnaires de Corindus seront invités à examiner et à voter les propositions suivantes:

d’approuver l’accord de fusion et d’approuver les opérations envisagées, notamment:
fusion ("proposition de fusion");
de demander, à titre consultatif facultatif, certaines indemnités qui seront ou pourront être versées
Corindus à ses membres de la haute direction visés, qui sont basés ou qui sont autrement impliqués dans la fusion ("le
proposition de compensation de fusion '); et
approuver, si nécessaire ou approprié, l'ajournement de la réunion extraordinaire à une date ultérieure,
demander des voix supplémentaires pour approuver la proposition de fusion s'il n'y a pas assez de voix pour approuver
une proposition de fusion lors d'une réunion spéciale ("offre de report").

Le conseil a déterminé
que les actionnaires de Corindus ont un intérêt dans l’accord de fusion et ont approuvé et déclaré souhaitable
accord de fusion et fusion. Le conseil d'administration (sauf Nathan Harrington, qui s'est abstenu lors du vote du conseil d'administration sur la fusion)
recommande à l'unanimité aux actionnaires de Corindus de voter «oui» à la proposition de fusion,
l'offre d'indemnisation des dirigeants liée à la fusion et à l'offre de "report".

Actionnaires de Corindus
doit voter pour approuver la proposition de fusion en tant que condition préalable à la fusion. Si non approuvé par les actionnaires de Corindus
proposition de fusion par le vote requis (décrit ici), la fusion ne se produira pas.

Date d'enregistrement; Actionnaires habilités à voter (cf.
25)

Seulement
Stock de capital de Corindus, se terminant en 2019 26 septembre, jour de l’enregistrement de la réunion extraordinaire («enregistrement
date "), aura le droit d'annoncer et de voter à l'assemblée extraordinaire, tout changement ou report de celle-ci
réunion. Une liste de ces actionnaires sera disponible pendant les heures normales de bureau dans nos principaux bureaux à 309 Waverley
Oaks Road, bureau 105, Waltham, Massachusetts 02452 au moins 10 jours avant la date de la réunion extraordinaire et de la réunion extraordinaire
réunion vérifiée par tout actionnaire de Corindus inscrit à notre registre des actions à la date de référence
à une réunion spéciale. 208 685 413 actions ordinaires et 1 160 400 actions de Corindus étaient en circulation à la fin de la période considérée
Les actions Corindus étaient émises et en circulation.

Les porteurs
Les actions ordinaires de Corindus donnent droit à un vote à la fin de chaque action ordinaire de Corindus qu’elles détiennent.
date d'enregistrement. Certificat de cession de droits, limitations et limitations sur Corindus déclarant Corindus
Les actions privilégiées ("certificat de désignation") prévoient que chaque propriétaire d'actions privilégiées de Corindus est
autorisé à voter pour des actions privilégiées de Corindus équivalentes à ses avoirs
Les actions ordinaires de Corindus sont déterminées en divisant par 1,29 USD le nombre d’actions Corindus détenues par le porteur.
dates de participation ("ratio de vote préférentiel").

Tout le monde
Le détenteur d’actions privilégiées de Corindus a le droit de convertir tout ou partie des actions à tout moment, à son gré.
Actions privilégiées de ces actionnaires de Corindus par rapport aux actions ordinaires de Corindus. Selon le certificat
compter de la date de désignation, chaque action privilégiée de Corindus sera convertie (les «actions privilégiées»).
taux de conversion ") au nombre d'actions Corindus égal à (i) (a)
Priorité de liquidation (telle que définie dans le certificat de nomination) et b) Dividendes constitués (tels que définis à la
certificat de désignation) pour cette action à la date de conversion divisée par (ii) le prix de conversion (tel que défini dans
certificat de désignation) de ces actions au moment de la conversion. En outre, si les actions Corindus
prix de négociation supérieur à 4,00 $ par action (ajusté correctement en fonction du fractionnement d'actions, des dividendes en actions, des combinaisons,
recapitalisation et date postérieure d’acquisition similaire) 30 jours de bourse consécutifs et
Corindus doit, à sa seule discrétion, informer par écrit les actionnaires privilégiés de Corindus dans les 10 jours ouvrables
À l’expiration de cette période, chaque action en circulation d’Actions Corindus sera convertie en un tel nombre
Actions ordinaires Corindus, déterminées par le ratio de conversion des actions privilégiées. Enregistre la date de chaque
Les actions privilégiées de Corindus seraient en fait converties en 23 208 200 actions ordinaires de Corindus et actions ultérieures.
Après cette conversion, chacune de ces actions Corindus donnerait droit à un vote par action, soit l'équivalent
toutes les autres actions Corindus. Date d'enregistrement, total, valeur de rachat et liquidation
Les actions de Corindus étaient privilégiées à 29 010 000 $ et les offres de Corindus étaient converties à 23 208 000 $.
Actions ordinaires Corindus au prix de conversion de 1,25 USD par action ordinaire Corindus.

Quorum (voir page 26)

Présence
une assemblée extraordinaire, en personne ou par procuration, avec une majorité des droits de vote de toutes les actions de Corindus "
capital social habilité à voter à une assemblée extraordinaire (actions privilégiées détenues par les détenteurs de Corindus avec droit de vote).
quorum requis pour former un quorum, déterminé par le ratio de vote souhaité), que ce soit en personne ou par procuration
lors d'une réunion spéciale. Les actionnaires votants présents à l’assemblée extraordinaire, en personne ou par procuration, se sont abstenus,
Le non-vote du médiateur est calculé afin de déterminer s'il existe un quorum. Les affaires doivent être un quorum
lors d'une réunion spéciale. Si le quorum n'est pas représenté à la réunion extraordinaire, il devra être ajourné
ou reporter une réunion spéciale et cela peut entraîner des coûts supplémentaires pour Corindus. S'il n'y a pas quorum à la réunion extraordinaire,
président de l'assemblée extraordinaire ou détenant la majorité des actions avec droit de vote de Corindus
une assemblée extraordinaire peut être ajournée par les personnes présentes ou habilitées à voter.

Vote obligatoire (voir page 26)

La confirmation
la proposition de fusion requiert des droits de vote "affirmatifs" détenus par les actions ordinaires de Corindus
Titres et actions Corindus (avec un nombre de voix par action déterminé par le ratio de vote préférentiel)
en circulation à la fin du jour ouvrable et habilité à voter. Si vous ne votez pas, vous aurez la même chose
prendra effet à la suite d’un vote négatif sur la proposition de fusion.

La confirmation
chacune des propositions de rémunération et des propositions de report liées à la fusion des membres de la haute direction spécifiés est requise
un vote majoritaire positif, positif ou négatif (qui correspond au nombre d’actions ayant voté
Le «pour» chaque offre pertinente doit être supérieur au nombre d’actions votées «contre» pour chaque offre pertinente.
sera approuvé) (lorsque les actionnaires de Corindus disposeront du nombre de voix par action déterminé par
vote préférentiel) à l’assemblée où le quorum est atteint. Si vous ne votez pas, cela n'aura aucun effet
le résultat de l’indemnité de fusion ou de l’offre de report proposée par le membre de la haute direction visé.

En relation avec
suite à l'accord de fusion, 7 août SMS USA a conclu un contrat de vote et de support («Vote
Accord ") avec HealthCor Partners Management, L.P. et les entités liées (collectivement," HealthCor ") en vertu de
HealthCor a accepté de voter (ou de contraindre) tous les bulletins de vote Corindus appartenant à HealthCor, représentant
un total de 52 482 133 actions ordinaires de Corindus ou environ 25% des droits de vote du capital de Corindus
les actions ayant le droit de voter à l’assemblée extraordinaire pour l’approbation de l’accord de fusion et l’approbation du rapprochement.

Participation et vote à une réunion extraordinaire (voir procès-verbal)
28)

Si votre stock
Les actions Corindus sont inscrites directement en votre nom auprès de notre agent de transfert. Vous êtes considéré comme un "actionnaire"
«vous pouvez voter pour vos actions en personne lors d’une assemblée extraordinaire ou en postant un proxy, en ligne
arba telefonu. Jei planuojate dalyvauti specialiajame posėdyje ir norite balsuoti asmeniškai, jums bus suteiktas balsavimas specialiajame posėdyje
susitikimas. Nors „Corindus“ siūlo keturis skirtingus būdus, kaip balsuoti akcijose specialiajame susirinkime, „Corindus“ jus skatina
pateikti įgaliotinį internetu arba telefonu, nes „Corindus“ mano, kad jie yra patogiausi, ekonomiškiausi ir patikimiausi
metodai, kaip priversti balsuoti už jūsų akcijas. Jei nuspręsite įgaliotąjį asmenį pateikti internetu arba telefonu, nereikia
kad galėtumėte atsiųsti savo įgaliotojo kortelę.

Jei jūsų akcijos
priklauso jūsų brokeriui, bankui ar kitam nominuotam asmeniui, esate laikomas tikruoju „gatvės pavadinime“ turimų akcijų savininku.
ir gausite balsavimo nurodymų formą iš savo brokerio, banko ar kito kandidato, norėdami iš jūsų sužinoti, kaip jūsų
turėtų būti balsuojama dėl „Corindus“ akcijų. Jei esate tikrasis savininkas ir norite balsuoti asmeniškai specialiajame susirinkime,
į specialų susirinkimą turite atsiųsti brokerio, banko ar kito nominanto, kuriam priklauso jūsų akcijos, įgaliotinį.
balsuoti asmeniškai specialiajame posėdyje. Faktiniai savininkai taip pat turėtų atsinešti sąskaitos išrašo, atspindinčio jų nuosavybę, kopiją
„Corindus“ akcijų atsargų nuo įrašo datos. Visi „Corindus“ akcininkai ir įgaliotiniai, kurie dalyvauja specialiajame susirinkime, privalo
taip pat atsineškite asmens tapatybės pažymėjimą.

Corindus rekomenduoja
kad jūs pateikiate įgaliotinį arba kuo greičiau pateikiate savo balsavimo instrukcijas, net jei planuojate dalyvauti specialiajame
susirinkime, kad jūsų akcijos būtų atstovaujamos ir už jas balsuojama specialiajame susirinkime. Jei grąžinsite įvykdytą tarpinį serverį ir padarysite
nenurodydami, kaip norite balsuoti dėl konkretaus pasiūlymo, jūsų atitinkamos „Corindus“ akcijų akcijos bus balsuojamos už „tokį“ pasiūlymą.

Įpareigojimų prašymas (žr. 29 psl.)

Valdyba prašo
jūsų įgaliotinis, o „Corindus“ padengs įgaliotųjų asmenų užklausimo išlaidas. „MacKenzie Partners, Inc.“ („MacKenzie“) buvo
išlaikomi siekiant padėti įgaliotiems asmenims įgalioti. MacKenzie will be paid approximately $15,000 and will be reimbursed for
its reasonable out-of-pocket expenses for these and related services in connection with the special meeting. Solicitation will
initially be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees
to the beneficial owners of shares of Corindus capital stock, in which case these parties will be reimbursed for their reasonable
out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic
medium by MacKenzie or, without additional compensation, by certain of Corindus’ directors, officers and employees.

Adjournments and Postponements (see page 29)

À
addition to the merger proposal and the named executive officer merger-related compensation proposal, Corindus stockholders
are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the
purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the
special meeting to approve the merger proposal. If no quorum is present at the special meeting, the chairman of the meeting
or the holders of a majority of the voting power of shares of Corindus capital stock entitled to vote who are present at the
special meeting, in person or by proxy, may adjourn the special meeting to another place, date or time. Assuming a quorum is
present, the affirmative vote of a majority of the votes cast, either affirmatively or negatively (meaning the number of
shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the
proposal for it to be approved) (with holders of Corindus preferred stock having a number of votes per share determined in
accordance with the preferred voting ratio), will be required to approve the adjournment proposal. The chairman of the
meeting also has the power to adjourn the special meeting at any time, whether or not there is a quorum present. In addition,
the special meeting could be postponed before it commences. If the special meeting is adjourned or postponed for the purpose
of soliciting additional votes on the merger proposal, stockholders who have already submitted their proxies will be able to
revoke them at any time prior to the final vote on the proposals. If you submit a proxy and do not indicate how you wish to
vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

Corindus may not
adjourn or otherwise postpone or delay the special meeting without SMS USA’s prior written consent; however, Corindus may,
without the prior written consent of SMS USA, adjourn or postpone the special meeting (i) to the extent necessary to ensure that
any required supplement or amendment to this proxy statement is provided to Corindus stockholders, provided, that Corindus has
reasonably consulted with SMS USA prior to such adjournment or postponement, (ii) if as of the time for which the special meeting
is originally scheduled (as set forth in this proxy) there are insufficient shares of Corindus capital stock represented to constitute
a quorum necessary to conduct the business of the special meeting, or (iii) in order to solicit additional proxies if necessary
to obtain approval of the merger proposal.

The Merger

Structure of the Merger (see page 31)

Upon the terms
and subject to the satisfaction or waiver of the conditions set forth in the merger agreement and in accordance with the DGCL,
at the effective time, Merger Sub will merge with and into Corindus, the separate corporate existence of Merger Sub will cease
and Corindus will survive the merger as a wholly owned subsidiary of SMS USA. As a result of the merger, each share of (i) Corindus
common stock issued and outstanding immediately prior to the effective time will be automatically cancelled and converted into
the right to receive $4.28 in cash, without interest and less any applicable withholding taxes (the “common stock consideration”),
and (ii) (a) Series A preferred stock issued and outstanding immediately prior to the effective time and (b) Series A-1 preferred
stock issued and outstanding immediately prior to the effective time and Series A-1 preferred stock that has accrued and accumulated
on a daily basis until the effective time, in accordance with the provisions of the certificate of designation, but which is not
otherwise issued or outstanding immediately prior to the effective time, will be automatically cancelled and converted into the
right to receive an amount in cash equal to $85.60, without interest and less any applicable withholding taxes (the “preferred
stock consideration”) (other than, in each of the foregoing clauses (i) and (ii), any shares of Corindus capital stock that
may be held by Corindus as treasury stock or held directly by SMS USA or any subsidiary of SMS USA (including Merger Sub) and any
shares of Corindus capital stock owned by any stockholder who has properly exercised and perfected such holder’s demand for
appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal).

Merger Consideration - What Stockholders Will
Receive in the Merger (see page 31)

Upon the terms
and subject to the conditions of the merger agreement, at the effective time, (i) holders of Corindus common stock will have the
right to receive the common stock consideration for each share of Corindus common stock that they own immediately prior to the
effective time and (ii) holders of (a) Series A preferred stock issued and outstanding immediately prior to the effective time
and (b) Series A-1 preferred stock issued and outstanding immediately prior to the effective time and Series A-1 preferred stock
that has accrued and accumulated on a daily basis until the effective time, in accordance with the provisions of the certificate
of designation, but which is not otherwise issued or outstanding immediately prior to the effective time, will have the right to
receive the preferred stock consideration for each such share of Corindus preferred stock (other than, in each of the foregoing
clauses (i) and (ii), any shares of Corindus capital stock that may be held by Corindus as treasury stock or held directly by SMS
USA or any subsidiary of SMS USA (including Merger Sub) and any shares of Corindus capital stock owned by any stockholder who has
properly exercised and perfected such holder’s demand for appraisal rights under Section 262 of the DGCL and not effectively
withdrawn or lost such holder’s rights to appraisal).

Effects on Corindus if the Merger Is Not Completed (see
page 32)

If the merger proposal
is not approved by Corindus stockholders or if the merger is not consummated for any other reason, Corindus stockholders will not
receive any payment for their shares of Corindus capital stock in connection with the merger. Instead,
Corindus will remain a public company, Corindus common stock will continue to be listed and traded on the NYSE American and registered
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Corindus preferred stock will continue to be
issued and outstanding, and we will continue to file periodic reports with the SEC. Under specified circumstances, upon termination
of the merger agreement, Corindus may be required to pay SMS USA a termination fee of $32.515 million, as described under “The
Merger Agreement – Termination Fee” beginning on page 87 of this proxy statement.

Furthermore, if
the merger is not consummated, and depending on the circumstances that would have caused the merger not to be consummated, it is
likely that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the
price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Treatment of Corindus Equity Awards (see page 31)

The merger agreement
provides that outstanding equity-based awards issued under Corindus’ equity incentive plans will be treated as set forth
below:

Stock Options.
Each option to purchase shares of Corindus common stock that is outstanding and unexercised immediately prior to the effective
time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment (without interest) equal
to the product of (i) the excess, if any, of the common stock consideration over the per share exercise price of such option, and
(ii) the number of shares of Corindus common stock subject to such option as of the effective time, net of any applicable withholding
taxes required to be withheld by applicable law. Options with a per share exercise price equal to or exceeding the common stock
consideration will be cancelled without payment.

Restricted
Stock Unit Awards.
Each Corindus restricted stock unit award that is outstanding immediately prior to the effective time,
whether vested or unvested, will be cancelled and converted into the right to receive a cash payment (without interest) equal to
the product of (i) the common stock consideration and (ii) the number of shares of Corindus common stock underlying the award as
of the effective time, net of any applicable withholding taxes required to be withheld by applicable law.

Treatment of Corindus Warrants (see page 32)

The merger agreement
provides that each Corindus warrant that is outstanding and unexercised immediately prior to the effective time will be cancelled
and converted into the right to receive a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of
(1) the common stock consideration over (2) the per share exercise price of such Corindus warrant, and (b) the number of shares
of Corindus common stock subject to such Corindus warrant as of the effective time, less (ii) any applicable withholding taxes
required to be withheld by applicable law.

Recommendation of the Board and Reasons for the Merger
(see page 43)

After consideration
of various factors, the Board (other than Mr. Harrington, who abstained from the Board vote on the merger) determined that it is
in the best interests of Corindus and the Corindus stockholders that Corindus enter into the merger agreement, approved and declared
advisable the merger and the merger agreement, resolved that the merger agreement be submitted for consideration by the Corindus
stockholders at the special meeting of the Corindus stockholders and recommended that the Corindus stockholders adopt the merger
agreement and approve the transactions contemplated thereby. A description of factors considered by the Board (other than Mr. Harrington)
in reaching its decision to adopt the merger agreement can be found in “The Merger – Recommendation of the Board and Reasons
for the Merger” beginning on page 43 of this proxy statement.

The Board (other than Mr. Harrington, who
abstained from the Board vote on the merger) unanimously recommends that Corindus stockholders vote:

“FOR” the merger proposal;
“FOR” the named executive officer merger-related compensation proposal; et
“FOR” the adjournment proposal.

Opinion of Citigroup Global Markets Inc. (see page 49)

Corindus retained
Citigroup Global Markets Inc. (“Citi”) as its exclusive financial advisor in connection with a possible transaction
involving the Company. In connection with Citi’s engagement, Corindus requested that Citi evaluate the fairness, from a
financial point of view, of the merger consideration to be received in the proposed merger by holders of shares of Corindus common
stock pursuant to the terms and subject to the conditions set forth in the merger agreement. On August 7, 2019, at a meeting of
the Board held to evaluate the proposed merger and at which the merger agreement was approved, Citi rendered to the Board an oral
opinion, confirmed by delivery of a written opinion, dated August 7, 2019, to the effect that, as of that date and based on and
subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review
undertaken by Citi as set forth in its written opinion, the merger consideration to be received in the proposed merger by holders
of Corindus common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of
Citi’s written opinion, dated August 7, 2019, to the Board, which sets forth, among other things, the assumptions made, procedures
followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached
to this proxy statement as Annex B and is incorporated herein by reference in its entirety. The summary of Citi’s
opinion in the section entitled “The Merger – Opinion of Citigroup Global Markets Inc.” beginning on page 49
of this proxy statement is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion
was rendered to the Board (in its capacity as such) in connection with its evaluation of the proposed merger and was limited to
the fairness, from a financial point of view, as of the date of the opinion, to the holders of Corindus common stock of the merger
consideration. Citi’s opinion did not address any other aspects or implications of the proposed merger or the merger agreement. Citi’s
opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote
or act on any matters relating to the proposed merger or otherwise.

Interests of Corindus’ Executive Officers and
Directors in the Merger (see page 57)

When considering
the recommendation of the Board that you vote “FOR” the merger proposal, you should be aware that, aside from their
interests as Corindus stockholders, Corindus’ directors and executive officers have interests in the merger that are different
from, or in addition to, the interests of other Corindus stockholders generally. The Board was aware of such interests during its
deliberations on the merits of the merger and in deciding to recommend that Corindus stockholders vote “FOR” the merger
proposal.

With regard
to our directors serving on the Board (other than Mr. Mark J. Toland, whose interests are as an executive officer), these
interests relate to the impact of the merger on the directors’ outstanding equity awards (which consist of restricted
stock units and stock options) and the provision of indemnification and insurance arrangements pursuant to the merger
agreement and Corindus’ certificate of incorporation and bylaws, which reflect that such directors may be subject to
claims arising from their service on the Board, as described in greater detail under “The Merger – Interests
of Corindus’ Executive Officers and Directors in the Merger – Directors’ and Officers’ Indemnification
and Insurance” beginning on page 61 of this proxy statement.

With regard to
our executive officers, these interests include the possible receipt of the following types of payments and benefits that may be
triggered by or otherwise relate to the merger, assuming the merger occurred on October 29, 2019 and, where applicable, the executives’
employment was terminated by us without “cause” or, in some cases, by the executive for “good reason” (each
as defined below) on October 29, 2019:

accelerated vesting of equity awards;
possible cash severance payments and other termination benefits under the executives’ employment
agreements;
in the case of Mark J. Toland, our President and Chief Executive Officer, a one-time, lump-sum
cash transaction bonus of $2.5 million, payable promptly following, and subject to Mr. Toland’s continued employment through,
the effective time; et
the provision of indemnification and insurance arrangements pursuant to the merger agreement and
Corindus’ certificate of incorporation and bylaws, as described under “Directors’ and Officers’ Indemnification
and Insurance” beginning on page 61 of this proxy statement.

Other Interests (see page 62)

As of the date
of this proxy statement, other than the arrangements discussed in this proxy statement, none of our executive officers has entered
into any agreement with SMS USA regarding employment with, or compensation from, the surviving corporation or SMS USA on a going-forward
basis following the completion of the merger. However, SMS USA (or its representatives) and some or all of our executive officers
may have discussions from time to time with respect to such arrangements.

Financing of the Merger; Healthineers Guarantee (see
page 63)

The consummation
of the merger is not subject to any financing conditions. We anticipate that the total amount of funds necessary to consummate
the merger and the related transactions, not including fees and expenses, will be approximately $1.1 billion, including the estimated
funds needed to (i) pay holders of Corindus capital stock their respective common stock consideration or preferred stock consideration
due to them under the merger agreement; (ii) make payments in respect of outstanding Corindus stock options and Corindus restricted
stock unit awards pursuant to the merger agreement; (iii) make payments in respect of outstanding Corindus warrants pursuant to
the merger agreement; and (iv) pay the outstanding net indebtedness of Corindus. SMS USA expects to use cash, lines of credit or
other sources of immediately available funds in order to fund the merger.

In connection with
the execution of the merger agreement, on August 7, 2019, Healthineers delivered a letter of support to Corindus (the “letter
of support”) pursuant to which Healthineers guaranteed the complete payment of all monetary obligations and liabilities
of SMS USA to Corindus in accordance with, and arising from, the merger agreement (other than the indemnification obligations of
SMS USA owed to directors and officers of Corindus pursuant to the merger agreement). If SMS USA defaults in its payment of its
obligations under the merger agreement, Corindus shall be entitled to seek satisfaction and payment of such obligations directly
against Healthineers in an amount up to the Aggregate Merger Consideration (as defined in the merger agreement) following written
demand and the expiry of a grace period of 30 days.

Regulatory Clearances and Approvals Required for the
Merger (see page 63)

Under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (“HSR Act”), we cannot complete the merger until we have given notification
and furnished information to the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department
of Justice (the “DOJ”), and until the applicable waiting period has expired or has been terminated. On August 23, 2019,
Corindus and SMS USA each filed a premerger notification and report form under the HSR Act. On August 30, 2019, the FTC notified Corindus that early termination of the applicable waiting period
under the HSR Act was granted, effective immediately, with respect to the merger. The early termination
of the waiting period under the HSR Act satisfies one of the conditions to the closing of the merger.
closing of the merger remains subject to the satisfaction or waiver of the remaining conditions to the
merger, as further described in “The Merger Agreement – Conditions to the Merger” beginning on page
85 of this proxy statement.

No foreign antirust
approvals or merger control approvals are required in connection with the merger.

Generally under
the merger agreement, each of Corindus, SMS USA and Merger Sub is required to use reasonable best efforts to satisfy the closing
conditions relating to required antitrust and regulatory consents, subject to certain limitations, as further described in “The
Merger – Regulatory Clearances and Approvals Required for the Merger” beginning on page 63 of this proxy statement.

Material U.S. Federal Income Tax Consequences of the
Merger (see page 96)

The exchange of
Corindus common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be
taxable under state and local and other tax laws. You should read the section entitled “Material U.S. Federal
Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement and consult your tax advisors
regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences
arising under the laws of any state, local or foreign taxing jurisdiction.

Litigation Related to the Merger (see page 64)

Following the announcement of the execution
of the merger agreement, three shareholder actions have been filed against Corindus, members of its board of directors, and certain
of its officers in the United States District Court for the Southern District of New York and in the United States District Court
for the District of Delaware, as described in further detail under “The Merger – Litigation Related to the Merger”
beginning on page 64 of this proxy statement. We believe the claims asserted in these complaints are without merit and intend
to vigorously contest such claims.

Appraisal Rights (see page 65)

If the merger
is consummated, stockholders are entitled to appraisal rights under the DGCL in connection with the merger, provided that
such stockholders meet all of the conditions and follow all of the requirements set forth in Section 262 of the DGCL. This
means that stockholders who do not wish to accept the common stock consideration for their Corindus common stock or the
preferred stock consideration in respect of their Corindus preferred stock, respectively, and meet all of the conditions set
forth in Section 262 of the DGCL are entitled to seek appraisal of fair value of their respective shares of Corindus capital
stock as of the effective time determined by the Delaware Court of Chancery and to receive payment based on that valuation in
lieu of their respective common stock consideration or preferred stock consideration. The ultimate amount determined by the
Delaware Court of Chancery in an appraisal proceeding to be the fair value per share as of the effective time may be less
than, equal to or more than the common stock consideration or preferred stock consideration that a holder of Corindus common
stock or Corindus preferred stock, respectively, would otherwise receive under the merger agreement if the merger is
consummated.

To exercise appraisal
rights, a stockholder of record must deliver a written demand for appraisal to Corindus before the vote is taken on the merger
proposal, such stockholder must not vote, in person or by proxy, in favor of the merger proposal, such stockholder must continue
to hold the shares of Corindus capital stock of record from the date of making the demand for appraisal through the effective time,
and such stockholder must otherwise follow the procedures prescribed by Section 262 of the DGCL. A stockholder’s failure
to follow exactly the procedures specified under the DGCL may result in the loss of such stockholder’s appraisal rights.
See the section entitled “The Merger – Appraisal Rights” beginning on page 65 of this proxy statement and the
text of Section 262 of the DGCL reproduced in its entirety as Annex C to this proxy statement. If you hold your shares of
Corindus capital stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, because the demand
for appraisal rights must be made by the record holder, you should consult with your bank, brokerage firm or other nominee to determine
the appropriate procedures for such bank broker or other nominee to make a demand for appraisal on your behalf. Stockholders who
may wish to pursue appraisal rights should consult their legal and financial advisors promptly. Stockholders also should be aware
that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction,
such as the merger, is not an opinion as to, and does not otherwise address, “fair value” under Section 262 of the
DGCL.

Expected Timing of the Merger

Assuming timely
receipt of regulatory approvals and satisfaction of other closing conditions, we anticipate completing the merger in the fourth
quarter of 2019. However, the merger is subject to various regulatory clearances and approvals and other conditions, and it is
possible that factors outside of the control of Corindus or SMS USA could result in the merger being completed at a later time,
or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect
to complete the merger promptly following the receipt of all required clearances and approvals and the satisfaction or, to the
extent legally permitted, waiver of the other conditions to the consummation of the merger.

No Solicitation; Company Acquisition Proposals (see
page 79)

From and after
the date of the merger agreement until the earlier of the effective time or the date, if any, on which the merger agreement is
terminated by its terms, except as expressly permitted in connection with a Company Acquisition Proposal or Company Superior Proposal
(each as defined in the merger agreement), Corindus is generally not permitted to (and will not permit its subsidiaries and its
and their respective affiliates and representatives to):

initiate, seek, solicit, facilitate or knowingly encourage, or knowingly induce the making, submission
or announcement of, any Company Acquisition Proposal;
enter into, continue or otherwise participate in any negotiations or discussions with, or furnish
or cause to be furnished any non-public information or data to, or furnish access to Corindus’ (or any of its subsidiaries’)
properties with respect to, any third party (other than SMS USA or any of its affiliates or representatives) relating to any Company
Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Company Acquisition Proposal
(other than informing any persons of the non-solicitation provisions in the merger agreement), or grant any waiver or release under
(or terminate, amend or modify any provision of) any confidentiality agreement to which Corindus is a party except to the extent
to allow an applicable party to make a Company Acquisition Proposal;

execute or enter into any binding or non-binding letter of intent, agreement in principle, memorandum
of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or
other agreement, commitment, arrangement or understanding relating to or in connection with, or that is intended to lead to, any
Company Acquisition Proposal;
submit any Company Acquisition Proposal or Company Superior Proposal to the Corindus stockholders
for their approval; ou
resolve to do, or agree or publicly announce an intention to do, any of the foregoing.

However, if Corindus
receives, at any time following the date of the merger agreement and prior to approval of the merger proposal by Corindus stockholders
at the special meeting, a bona fide written Company Acquisition Proposal that did not result from a breach of the non-solicitation
and related provisions of the merger agreement then Corindus may contact such third party to clarify the terms and conditions of
such Company Acquisition Proposal and, further, if the Board (or a duly authorized committee thereof) determines in good faith,
after consultation with Corindus’ financial advisors and outside legal counsel, that (i) such proposal constitutes or could
reasonably be expected to lead to or result in a Company Superior Proposal and (ii) the failure to take the action described in
the immediately following clause (a) or (b) would reasonably be expected to be inconsistent with the Board’s fiduciary duties
under applicable law, then Corindus may (a) furnish information concerning its business, properties or assets to the third party
making such Company Acquisition Proposal pursuant to an acceptable confidentiality agreement and (b) negotiate and participate
in discussions and negotiations with such third party concerning the Company Acquisition Proposal.

Before
obtaining the Company Stockholder Approval (as defined in the merger agreement), the Board, in response to a Company Superior Proposal
received by Corindus or the Board, may authorize and cause Corindus to effect a Company Adverse Recommendation Change (as
defined in the merger agreement) and/or terminate the merger agreement, and concurrently with such termination enter into
a definitive agreement providing for such Company Superior Proposal (subject to satisfaction of Corindus’ termination
fee payment obligations described below).

Conditions to the Merger (see page 85)

Each party’s
obligation to effect the merger is subject to the satisfaction or, to the extent permitted by law, waiver of certain conditions,
including the following:

the merger agreement shall have been adopted by the Corindus stockholders at the special meeting;
the expiration or termination of the applicable waiting period under the HSR Act; et
no governmental authority of competent jurisdiction issuing or entering any order, including any
injunction, and no law having been enacted or promulgated, in each case, that is then in effect and has the effect of restraining,
enjoining or otherwise prohibiting the consummation of the merger or the other transactions contemplated by the merger agreement.

The respective
obligations of SMS USA and Merger Sub to effect the merger is subject to the satisfaction or, to the extent permitted, waiver of
the following additional conditions:

Corindus’ representations and warranties in the merger agreement shall be true and correct
as of the date of the merger agreement and as of the effective time (except that any such representation or warranty that is made
as of a specified date or time must be so true and correct as of such specified date or time) in the manner described under “The
Merger Agreement – Conditions to the Merger” beginning on page 85 of this proxy statement;

Corindus must have performed or complied in all material respects with all covenants and agreements
to be performed or complied with by it under the merger agreement on or prior to the effective time;
since the date of the merger agreement, there shall not have been any effect, change, development,
event, circumstance, occurrence, condition, fact or state of facts that has had or would reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect (as defined in the merger agreement);
SMS USA has received a certificate signed by an executive officer of Corindus certifying that each
of the conditions set forth in the preceding three bullet points has been satisfied; et
Corindus must have delivered to SMS USA executed preferred stockholder letters from each holder
of Corindus preferred stock acknowledging, among other matters, the payment terms on the Company preferred stock set forth in,
and contemplated by, the merger agreement.

The obligation
of Corindus to effect the merger is subject to the satisfaction or, to the extent permitted by law, waiver of the following additional
conditions:

SMS USA’s and Merger Sub’s respective representations and warranties in the merger
agreement shall be true and correct as of the date of the merger agreement and as of the effective time as though made on and as
of the effective time (except that any such representation or warranty that is made as of a specified date must be so true and
correct as of such specified date) in the manner described under “The Merger Agreement – Conditions to the Merger”
beginning on page 85 of this proxy statement;
SMS USA and Merger Sub must have performed or complied in all material respects with each of their
respective covenants and agreements required to be performed or complied with by them under the merger agreement on or prior to
the effective time; et
Corindus has received a certificate signed by an executive officer of SMS USA certifying that each
of the matters set forth in the preceding two bullet points have been satisfied.

Termination (see page 86)

The merger agreement
can be terminated under the following circumstances:

by mutual written consent of SMS USA and Corindus;
by Corindus or SMS USA, if:
the merger is not consummated on or before 5:00 p.m. (New York City time) on August 7, 2020 (the
“outside date”), and the terminating party’s breach or failure to fulfill, perform or comply with its obligations
under the merger agreement, in any material respect, has not been the principal cause of, or principally resulted in, the failure
to so consummate the merger on or before the outside date;
any governmental authority of competent jurisdiction has issued or entered any final and non-appealable
order, or any law has been enacted or promulgated, that has the effect of permanently restraining, enjoining or otherwise prohibiting
the merger or other transactions contemplated by the merger agreement, and the breach of or failure by the terminating party to
fulfill, perform or comply with any of its obligations under the merger agreement, in any material respect, has not been the principal
cause of, or principally resulted in, the issuance of such order; ou
the approval of the merger proposal has not been obtained in accordance with the Corindus certificate
of incorporation and DGCL, whether by written consent or at the special meeting or any postponement or adjournment thereof, at
which a vote on the adoption of the merger agreement was taken.

if SMS USA or Merger Sub has breached or failed to perform any of their respective representations,
warranties, covenants or other agreements set forth in the merger agreement in a manner that (i) results in the failure of Corindus’
conditions to consummate the merger being satisfied and (ii) such breach is not capable of being cured by the outside date, or
if capable of being cured, is not cured by SMS USA or Merger Sub on or before the earlier of the outside date and the date that
is 30 days following delivery of written notice to SMS USA of such breach or failure to perform (provided that Corindus’
right to terminate the merger agreement pursuant to this provision will not be available if Corindus is then in material breach
of any of its representations, warranties, covenants or agreements under the merger agreement so as to result in the failure of
the respective obligations of SMS USA and Merger Sub to consummate the merger); ou
before the approval of the merger proposal at the special meeting, in order to enter into a definitive
agreement with respect to a Company Superior Proposal, to the extent permitted by, and subject to complying with the applicable
terms and conditions of, Corindus’ obligations in respect of a Company Superior Proposal described under “The Merger
Agreement – Other Covenants and Agreements – No Solicitation; Company Acquisition Proposals” beginning on page 79
of this proxy statement, and Corindus pays SMS USA the termination fee described below (provided that Corindus may enter into such
definitive written agreement concurrently with such termination of the merger agreement);
if Corindus has breached or failed to perform any of its representations, warranties, covenants
or other agreements set forth in the merger agreement in a manner that (i) results in the failure of SMS USA’s and Merger
Sub’s conditions to consummate the merger being satisfied and (ii) such breach is not capable of being cured by the outside
date, or if capable of being cured, is not cured by Corindus on or before the earlier of the outside date and the date that is
30 days following delivery of written notice to Corindus of such breach or failure to perform (provided that SMS USA’s right
to terminate the merger agreement pursuant to this provision will not be available if SMS USA or Merger Sub is then in material
breach of any of its representations, warranties, covenants or agreements under the merger agreement so as to result in the failure
of the respective obligation of Corindus to consummate the merger);
before the approval of the merger proposal at the special meeting, if the Board makes a Company
Adverse Recommendation Change; ou
if Corindus or the Board, as applicable, materially breaches its non-solicitation obligations under
the merger agreement.

Termination Fee and Expenses (see page 87)

If the merger agreement
is terminated under specified circumstances, Corindus may be required to pay a termination fee to SMS USA of $32.515 million,
including if SMS USA terminates due to a Company Adverse Recommendation Change or, in certain instances described in the merger
agreement, if Corindus terminates the merger agreement and consummates a specified Company Acquisition Proposal within 12 months
after such termination.

If we fail to pay
SMS USA the termination fee within the specified time period and, in order to obtain such payment, SMS USA commences a suit that
results in a judgment against Corindus for the payment, we will be required to reimburse SMS USA’s costs and expenses incurred
in connection with such suit, including interest.

Except for the
termination fee, expenses and monetary damages payable by SMS USA under the circumstances described above, whether or not the merger
is completed, we and SMS USA are each responsible for our own respective costs and expenses incurred in connection with the merger
and the other transactions contemplated by the merger agreement. We are not required to pay the applicable termination fee on more
than one occasion.

Specific Performance (see page 88)

The parties to
the merger agreement are entitled (in addition to any other remedy to which they may be entitled in law or equity) to an injunction,
specific performance or other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce
specifically the terms and provisions of the merger agreement.

Indemnification of Directors and Officers; Insurance
(see page 61)

From and after
the effective time through the sixth anniversary of the closing date, SMS USA and the surviving corporation will jointly and severally
indemnify and hold harmless each director and officer of Corindus at or prior to the effective time (the “D&O indemnified
parties”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts
paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any proceeding
based on or arising out of (i) the fact that a D&O indemnified party was a director, officer, employee or agent of Corindus
or any of its subsidiaries, or (ii) acts or omissions by such D&O indemnified party in their respective capacity as a director,
officer, employee or agent of Corindus or a subsidiary of Corindus, in each case under clauses (i) or (ii), at, or at any time
before, the effective time (including any proceeding relating to the merger), to the fullest extent permitted or required by applicable
law, as described under “The Merger – Interests of Corindus’ Executive Officers and Directors in the Merger – Directors’
and Officers’ Indemnification and Insurance” beginning on page 61 of this proxy statement.

All rights to indemnification
and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the effective
time now existing in favor of the D&O indemnified parties as provided in Corindus’ certificate of incorporation, bylaws,
or any indemnification contract between such D&O indemnified parties and Corindus, will survive the merger and will continue
in full force and effect. From and after the effective time, SMS USA shall guarantee and stand surety for, and shall cause the
surviving corporation to honor, in accordance with their respective terms, each of the covenants contained in certain provisions
of the merger agreement relating to directors’ and officers’ indemnification. In addition, for six years from the effective
time, SMS USA will, and will cause the surviving corporation to, advance any expenses (including fees and expenses of legal counsel)
of any D&O indemnified party (including in connection with enforcing the indemnity) as incurred to the fullest extent permitted
under applicable law, provided that the individual to whom expenses are advanced provides an undertaking to repay such advances
if it is determined that such person is not entitled to be so indemnified.

Prior to the effective
time, Corindus is required to or, if Corindus is unable to, SMS USA will cause the surviving corporation as of or after the effective
time to, purchase a six-year prepaid “tail” policy with reputable insurers, with terms, conditions, retentions and limits
of liability that are no less favorable than the coverage provided under Corindus’ existing policies of directors’
and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the effective
time (including in connection with the merger agreement and the transactions or actions contemplated by the merger agreement),
subject to certain limitations. If Corindus or the surviving corporation for any reason fails to obtain such “tail”
insurance policies prior to, as of or after the effective time, SMS USA is required to, for a period of six years from the effective
time, cause the surviving corporation to maintain in effect the current policies of directors’ and officers’ liability
insurance and fiduciary liability insurance maintained by Corindus with respect to matters arising on or before the effective time,
subject to certain limitations.

Delisting and Deregistration of Corindus Common Stock
(see page 64)

As promptly as
practicable following the completion of the merger, Corindus common stock will be delisted from the NYSE American and deregistered
under the Exchange Act.

Market Prices of Corindus Common Stock

Corindus
common stock is listed on the NYSE American under the symbol “CVRS”. On August 7, 2019, the last trading day
prior to the public announcement of the proposed merger, the closing price per share of Corindus common stock on the NYSE
American was $2.42. The closing price of Corindus common stock on the NYSE American on September 25, 2019, the most recent
practicable date prior to the filing of this proxy statement, was $4.26 per share. You are encouraged to obtain current
market prices of Corindus common stock in connection with voting your shares of Corindus capital stock.

QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following
are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered
at the special meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section
does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional
important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated
by reference into this proxy statement.

Q. Why am I receiving these proxy materials?
A. On August 7, 2019, Corindus entered into the merger agreement providing for the merger of Merger
Sub with and into Corindus, pursuant to which Corindus will survive the merger as a wholly owned subsidiary of SMS USA. You are
receiving this proxy statement in connection with the solicitation by the Board of proxies from Corindus stockholders to vote in
favor of the merger proposal and the other matters to be voted on at the special meeting.
Q. What is the proposed transaction?
A. The proposed transaction is the acquisition of Corindus by SMS USA by way of merger of Merger Sub
with and into Corindus. If the merger proposal is approved by Corindus stockholders and the other conditions to the consummation
of the merger contained in the merger agreement are satisfied or (to the extent legally permitted) waived, Merger Sub will merge
with and into Corindus. Corindus will be the surviving corporation in the merger and will be privately held as a wholly owned subsidiary
of SMS USA. If the merger is consummated, each share of Corindus capital stock will automatically be cancelled and you will not
own any shares of the capital stock of the surviving corporation.
Q. What will I receive in the merger if it is completed?
A. Under the terms of the merger agreement, if the merger is completed, you will be entitled to receive
(i) $4.28 in cash, without interest and less any applicable withholding taxes, for each share of Corindus common stock you own,
and (ii) $85.60 in cash, without interest and less any applicable withholding taxes, for each share of Corindus preferred stock
you own (unless, in the case of each of the foregoing clauses (i) and (ii), you have properly exercised and perfected and not lost
or withdrawn your appraisal rights under Delaware law with respect to such shares). For example, if you own 100 shares of Corindus
common stock, you will be entitled to receive $428 in cash in exchange for your shares, without interest, less any amount that
may be withheld with respect to any applicable withholding taxes. You will not be entitled to receive any shares of capital stock
in the surviving corporation or in SMS USA.
Q. Where and when is the special meeting, and who may attend?
A. The special meeting will be held at Grant Thornton’s offices at 75 State Street,
                                                           13des milliers Floor, Boston, Massachusetts 02109 on October 25, 2019 at 8:00 a.m., Eastern Time. The meeting room will open
                                                           at 7:30 a.m., Eastern Time, and registration will begin at that time. Stockholders who are entitled to vote may attend
                                                           the meeting. Beneficial owners of shares held in “street name” who have not obtained a proxy from the holder of
                                                           record but who wish to attend the meeting should bring a copy of an account statement reflecting their ownership of Corindus
                                                           capital stock as of the record date. All stockholders and proxyholders should bring photo identification.
Q. Who can vote at the special meeting?
A. Only
stockholders who owned Corindus capital stock at the close of business on September 26, 2019, the record date,
are entitled to receive notice of, attend, and vote at the special meeting, or any adjournment or postponement thereof. On the
record date, there were 208,685,413 shares of Corindus common stock outstanding and entitled to vote and 1,160,400 shares of Corindus
preferred stock outstanding and entitled to vote. The Corindus common stock and Corindus preferred stock are our only classes of
issued and outstanding voting stock.

You do not
need to attend the special meeting to vote your shares of Corindus capital stock. Shares represented by valid proxies, received
in time for the special meeting and not revoked prior to the special meeting, will be voted at the special meeting.

Q. How many votes do I have?
A. Each share of Corindus common stock is entitled to one vote
                                                                                                    on each matter considered at the special meeting. Each holder of Corindus preferred stock is entitled to vote on each matter
                                                                                                    considered at the special meeting may cast a number of votes per share determined in accordance with the preferred voting
                                                                                                    ratio.
Q. What matters will be voted on at the special meeting?
A. At the special meeting, you will be asked to consider and vote on the following proposals:
the named executive officer merger-related compensation proposal; et
the adjournment proposal.
Q. How does the Board recommend that I vote on the proposals?
A. The Board (other than Mr. Harrington, who abstained from the Board vote on the merger) unanimously
recommends that you vote:
“FOR” the merger proposal;
“FOR” the named executive officer merger-related compensation proposal; et
“FOR” the adjournment proposal.
Q. What vote is required to approve the merger proposal?
A. The merger proposal will be adopted if it is approved by an affirmative vote of the holders of
a majority of the voting power of shares of Corindus capital stock (with the holders of Corindus preferred stock having a number
of votes per share determined in accordance with the preferred voting ratio) outstanding at the close of business on the record
date and entitled to vote thereon (meaning that with respect to the voting power of the outstanding shares of Corindus capital
stock, a majority must be voted “FOR” the proposal for it to be approved). Abstentions and broker non-votes will have
the effect of a vote “AGAINST” the merger proposal.

Pursuant
to the voting agreement, HealthCor has agreed to vote (or cause to be voted) all voting securities of Corindus held
by HealthCor, representing in the aggregate 52,482,133 shares of Corindus common stock or approximately 25% of the
outstanding voting power of Corindus capital stock entitled to vote at the special meeting, in favor of adoption of the
merger agreement and approval of the merger.

Tout le monde
holder of Corindus preferred stock has the right, at any time, at such holder’s option, to convert all or any portion
of their shares of Corindus preferred stock into shares of Corindus common stock. Pursuant to the certificate of designation,
each share of Corindus preferred stock shall then be converted into a number of shares of Corindus common stock determined in
accordance with the preferred stock conversion ratio. Furthermore, if the Corindus common stock trading price exceeds $4.00
per share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the
date of the certificate of designation) for a 30 consecutive trading day period and Corindus, at its option, delivers a
written notice to the holders of the Corindus preferred stock within 10 business days of the conclusion of such period, then
each share of Corindus preferred stock outstanding shall be converted into a number of shares of Corindus common stock
determined pursuant to the preferred stock conversion ratio. As of the record date, each share of Corindus preferred stock
would, in effect, convert into 23,208,000 shares of Corindus common stock and, following such conversion, each such share of
Corindus common stock would, in effect, be entitled to one vote per share, identical to all other shares of Corindus common
stock.

Q. What vote is required to approve the other proposals?
A. Approval of each of the named executive officer merger-related compensation proposal and the
                                                           adjournment proposal requires the affirmative vote of a majority of the votes cast, either affirmatively or negatively
                                                           (meaning the number of shares voted “FOR” each respective proposal must exceed the number of shares voted
                                                           “AGAINST” each respective proposal for it to be approved) (with holders of Corindus preferred stock having a number of
                                                           votes per share determined in accordance with the preferred voting
                                                           ratio), at a meeting at which a quorum is present. If no quorum is
                                                           present at the special meeting, the meeting may nonetheless be adjourned by the chairman of the meeting or by the
                                                           affirmative vote of the holders of a majority of the voting power of shares of Corindus capital stock who are present or
                                                           represented by proxy at the special meeting and entitled to vote on the matter. Abstentions and
                                                           broker non-votes will have no effect on the outcome of the vote on the named executive officer merger-related
                                                           compensation proposal or the adjournment proposal.

Q. How are Corindus’ directors and executives intending to vote?
A. At the close of business on the record date, the directors and executive officers of Corindus either
directly or through their affiliates, collectively, beneficially owned and were entitled to vote 75,531,729 shares of Corindus common
stock, representing approximately 36.19% of the shares of Corindus common stock outstanding on that date and 673,032 shares
of Corindus preferred stock, representing approximately 58.00% of the shares of Corindus preferred stock outstanding on that
date. Collectively, such directors and executive officers held approximately 36.29% of the aggregate voting power of the outstanding
shares of Corindus capital stock, and we currently expect that these directors and executive officers will vote such shares of
Corindus capital stock in favor of the foregoing proposals (although, except as described in the following sentence, none of them
has entered into any agreement obligating them to do so). Pursuant to the voting agreement, funds affiliated with our Chairman
have agreed to vote (or cause to be voted) all voting securities of Corindus held by such funds, representing in the aggregate
52,482,133 shares of Corindus common stock or approximately 25% of the outstanding voting power of Corindus capital stock entitled
to vote at the special meeting, in favor of adoption of the merger agreement and approval of the merger.
Q. What factors did the Board consider in deciding to enter into the merger agreement and recommending
the approval of the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal?
A. In reaching its decision to approve the merger agreement and the transactions contemplated thereby,
including the merger, and to recommend our stockholders approve the merger proposal, the named executive officer merger-related
compensation proposal and the adjournment proposal, the Board (other than Mr. Harrington) consulted with our management, as well
as our legal and financial advisors, and considered the terms of the proposed merger agreement and the transactions contemplated
thereby, including the merger, as well as other alternatives. For a more detailed description of these factors, see the section
entitled “The Merger – Recommendation of the Board and Reasons for the Merger” beginning on page 43 of this
proxy statement.
Q. Do you expect the merger to be taxable to Corindus stockholders?
A. Yes. The exchange of shares of Corindus common stock for cash pursuant to the merger generally
will be a taxable transaction to U.S. holders (as defined in the section entitled “Material U.S. Federal Income
Tax Consequences of the Merger” beginning on page 96 of this proxy statement) for U.S. federal income tax purposes.
If you are a U.S. holder and you exchange your shares of Corindus common stock in the merger for cash, you will generally recognize
gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to your shares and
your adjusted tax basis in your shares.

Backup
withholding may also apply to the cash payments made pursuant to the merger unless the holder or other payee provides a
taxpayer identification number, certifies that such number is correct, and otherwise complies with the backup withholding
rules. You are urged to read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”
beginning on page 96 of this proxy statement for a more detailed discussion of the U.S. federal income tax consequences of
the merger. You are also urged to consult your tax advisor for a complete analysis of the Tax (as defined in the merger
agreement) consequences of the merger to you in your particular circumstances.

Q. What other effects will the merger have on Corindus?
A. If the merger is completed, Corindus common stock will be delisted from the NYSE American and deregistered
under the Exchange Act, Corindus capital stock will cease to be issued and outstanding, and Corindus will no longer be required
to file periodic reports with the Securities and Exchange Commission (the “SEC”), in each case in accordance with applicable
law, rules and regulations. Following the completion of the merger, Corindus common stock will no longer be publicly traded and
you will no longer have any interest in Corindus’ future earnings or growth. Each share of Corindus common stock you hold
will represent only the right to receive the common stock consideration and each share of Corindus preferred stock you hold will
represent only the right to receive the preferred stock consideration.

Q. When is the merger expected to be completed?
A. Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders
of the merger proposal, the parties to the merger agreement expect to complete the merger in the fourth quarter of 2019. However,
Corindus cannot assure completion by any particular date, if at all. Because the merger is subject to a number of conditions, including
the receipt of stockholder approval of the merger proposal and the receipt of certain regulatory approvals, the exact timing of
the merger cannot be determined at this time and we cannot guarantee that the merger will be completed.
Q. What happens if the merger is not completed?
A. If the merger proposal is not approved by Corindus stockholders, or if the merger is not completed
for any other reason, Corindus stockholders will not receive any payment for their shares of Corindus capital stock in connection
with the merger. Instead, Corindus will remain an independent public company and shares of Corindus common stock will continue
to be listed and traded on the NYSE American and registered under the Exchange Act, shares of Corindus preferred stock will also
continue to be issued and outstanding, and we will continue to file periodic reports with the SEC. Under specified circumstances,
we may be required to pay SMS USA a termination fee of $32.515 million, as described under “The Merger Agreement – Termination
Fee” beginning on page 87 of this proxy statement.
Q. Does Corindus intend to hold its 2020 annual meeting of stockholders?
A. Corindus has not yet determined whether it will hold its 2020 annual meeting of stockholders (the
“2020 annual meeting”) due to the merger proposal. If the merger is not completed, Corindus stockholders will continue
to be entitled to attend and participate in Corindus’ annual meeting of stockholders, and we will provide information about
the 2020 annual meeting at a later date. If the merger is consummated, we will no longer have public stockholders and there will
be no public participation in any future stockholders meetings of Corindus.
Q. Do any of Corindus’ directors or officers have interests in the merger that may differ from
or be in addition to my interests as a stockholder?
A. Yes. In considering the recommendation of the Board with respect to the merger proposal, you should
be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the
interests of our stockholders generally. The Board was aware of and considered these differing interests, to the extent such interests
existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending
that the merger agreement be adopted by the Corindus stockholders. See the section entitled “The Merger – Interests of Corindus’
Executive Officers and Directors in the Merger” beginning on page 57 of this proxy statement.
Q. Why am I being asked to consider and vote on the named executive officer merger-related compensation
proposal?
A. The SEC rules require Corindus to seek approval on a non-binding, advisory basis with respect to
certain payments that will or may be made to Corindus’ named executive officers in connection with the merger. Approval of
the named executive officer merger-related compensation proposal is not required to complete the merger.
Q. Who is soliciting my vote?
A. The Board is soliciting your proxy, and Corindus will bear the cost of soliciting proxies. MacKenzie
has been retained to assist with the solicitation of proxies. MacKenzie will be paid approximately $15,000 and will be reimbursed
for its reasonable out-of-pocket expenses for these and related services in connection with the special meeting. Solicitation initially
will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks or other nominees to
beneficial owners of shares of Corindus capital stock, in which case these parties will be reimbursed for their reasonable out-of-pocket
expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by MacKenzie
or, without additional compensation, by certain of Corindus’ directors, officers and employees.
Q. What do I need to do now?
A. Carefully read and consider the information contained in and incorporated by reference into this
proxy statement, including the attached annexes. Whether or not you expect to attend the special meeting in person, please submit
a proxy (or provide instructions to your bank, broker or other nominee, as applicable) to vote your shares of Corindus capital
stock as promptly as possible to ensure that your shares of Corindus capital stock will be represented and voted at the special
meeting.

Q. How do I vote if my shares are registered directly in my name?
A. If your shares are registered directly in your name with our transfer agent (Manhattan Transfer
Registrar Company), you are considered a “stockholder of record” and there are four methods by which you may vote your
shares or have your shares of Corindus capital stock voted at the special meeting:
Internet: To submit a proxy to vote over the internet, go to www.proxyvote.com and
follow the steps outlined on the secured website. Please have your proxy card in hand when you access the website and follow the
instructions to obtain your records and to create an electronic voting instruction form. If you submit your vote via proxy over
the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over the internet, you must
do so prior to 11:59 p.m., Eastern Time, on October 24, 2019.
Telephone: To submit a proxy to vote by telephone, call toll-free 1-800-690-6903 within
the USA, US territories & Canada on a touch tone telephone. Please have your proxy card in hand when you access the website
and follow the instructions in order to submit your vote by proxy by telephone. If you submit your vote via proxy by telephone,
you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59
p.m., Eastern Time, on October 24, 2019.
Mail: To submit a proxy to vote by mail, complete, sign and date a proxy card and
return it promptly to the address indicated on the proxy card in the postage-paid envelope provided.
In Person: You may attend the special meeting and vote your shares in person, rather
than by submitting a proxy to vote your shares by mail, over the internet or by telephone. You will be given a ballot when you
arrive.

Whether or not you plan to attend
the meeting, we urge you to submit a proxy to vote to ensure your vote is counted. You may still attend the meeting and vote in
person if you have already submitted a proxy. Please choose only one method to cast your vote by proxy. We encourage you to vote
by submitting a proxy over the internet or by telephone, both of which are convenient, cost-effective and reliable alternatives
to returning a proxy card by mail. If you return your signed proxy card to us or vote by submitting your proxy by telephone or
over the internet before the special meeting, and you do not subsequently revoke your proxy, we will vote your shares as you direct
in such proxy.

If you return an executed proxy
and do not indicate how you wish to vote with regard to a particular proposal, your shares of Corindus capital stock will be voted in favor of such proposal.

Q. How do I vote if my shares are held in the name of my broker, bank or other nominee?
A. If your shares of Corindus capital stock are held by your broker, bank or other nominee, you are
considered the beneficial owner of shares held in “street name” and you will receive a vote instruction form from your
broker, bank or other nominee seeking instruction from you as to how your shares of Corindus capital stock should be voted. Si
you are a beneficial owner of shares of Corindus capital stock held by a broker, bank or other nominee and you wish to vote in
person at the special meeting, you must bring to the special meeting a proxy from the broker, bank or other nominee that holds
your shares authorizing you to vote in person at the special meeting.
Q. Can I change or revoke my proxy after it has been submitted?
A. Yes. You can change or revoke your proxy at any time before the final vote at the special meeting.
If you are the record holder of your shares of Corindus capital stock, you may change or revoke your proxy by:
submitting another proxy over the internet or by telephone prior to 11:59 p.m., Eastern Time, on
October 24, 2019;
timely delivering a written notice that you are revoking your proxy to our Secretary;
timely delivering a valid, later-dated proxy; ou
attending the special meeting and voting in person (although simply attending the special meeting
will not, by itself, revoke your proxy).

If you are the beneficial owner
of shares of Corindus capital stock held in “street name,” you will have to follow the instructions provided by your
broker, bank or other nominee to change or revoke your voting instructions provided to such broker, bank or other nominee.

Q. How many shares of Corindus capital stock must be present to constitute a quorum for the meeting?
A. The presence at the special meeting, in person or by proxy, of the holders of a majority of
                                                           the voting power of all of the shares of Corindus capital stock entitled to vote at the special meeting (with the holders of
                                                           Corindus preferred stock having a number of votes per share determined in accordance with the preferred voting ratio), is
                                                           necessary to constitute a quorum at the special meeting. There must be a quorum for business to be conducted at the special
                                                           meeting. If no quorum is present at the special meeting, the chairman of the special meeting or the holders of a majority of
                                                           the voting power of the shares of Corindus capital stock entitled to vote who are present, in person or by proxy, may adjourn
                                                           the special
                                                           meeting to another place,
                                                           date or time. Failure of a quorum to be present at
                                                           the special meeting will necessitate an adjournment or
                                                           postponement of the special meeting and may subject Corindus to additional expense. If you submit a signed proxy card, grant
                                                           a proxy electronically over the Internet or by telephone, or submit a ballot in person at the special meeting (regardless of
                                                           whether you indicate how you wish to vote), your shares of Corindus capital stock will be counted for purposes of
                                                           determining the presence of a quorum.
Q. What if I abstain from voting on any proposal? What if I do not vote?
A. For the merger proposal, you may vote “FOR,” “AGAINST” or
                                                           “ABSTAIN.” Adoption of the merger proposal requires an affirmative vote of the holders of a majority of the
                                                           voting power of shares of Corindus capital stock (with the holders of Corindus preferred stock having a number of votes per
                                                           share determined in accordance with the preferred voting ratio) outstanding at the close of business on the record date and
                                                           entitled to vote thereon (meaning that with respect to the outstanding shares of Corindus capital stock, a majority must be
                                                           voted “FOR” the proposal for it to be approved). Accordingly, if you “ABSTAIN” from voting with
                                                           respect to this proposal, your vote will have the same effect as a vote “AGAINST” the merger proposal, but will
                                                           still count for the purpose of determining whether a quorum is present. If you fail to vote (or fail to submit voting
                                                           instructions to your bank, broker or other nominee, in the case of “street name” shares), it will also have the
                                                           same effect as a vote “AGAINST” the merger proposal, but will not be counted for purposes of determining the
                                                           presence of a quorum.

For the
named executive officer merger-related compensation proposal and the adjournment proposal, you may vote “FOR,”
“AGAINST” or “ABSTAIN.” Each of the named executive officer merger-related compensation proposal and
the adjournment proposal requires for its approval the affirmative vote of a majority of the votes cast, either affirmatively
or negatively (meaning the number of shares voted “FOR” each respective proposal must exceed the number of shares voted
“AGAINST” each respective proposal for it to be approved) (with the holders of Corindus preferred stock having a number
of votes per share determined in accordance with the preferred voting ratio), at a meeting at which a quorum is present. As a
result, abstentions will be counted for purposes of determining whether a quorum is present, but will have no effect on the
outcome of the named executive officer merger-related compensation proposal and the adjournment proposal. If you fail to vote
(or submit voting instructions to your bank, broker or other nominee, in the case of “street name” shares), it
will also have no effect on the outcome of the named executive officer merger-related compensation proposal and the
adjournment proposal, and will not be counted for purposes of determining the presence of a quorum.

Q. Will my shares be voted if I do not sign and return my proxy card or vote by telephone or over
the internet or in person at the special meeting?
A. If you are a stockholder of record and you do not attend the special meeting or sign and
                                                           return your proxy card or vote by submitting your proxy by telephone or vote by submitting your proxy over the internet,
                                                           your shares will not be voted at the special meeting and will not
                                                           be counted as present for purposes of determining whether a quorum
                                                           exists. The failure to return your proxy card or otherwise vote your shares at the special meeting will have no effect
                                                           on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal. However, the
                                                           vote to approve the merger proposal is based on the total voting power of shares of Corindus capital stock outstanding as of
                                                           the close of business on the record date. As a result, if you fail to return your proxy
                                                           card or otherwise fail to vote your shares of Corindus capital stock, it will have the same effect as a vote “AGAINST” the merger
                                                           proposal but will have no effect on the named executive officer
                                                           merger-related compensation proposal or the adjournment proposal.

Q. What is a broker non-vote? If I hold my shares in “street name,” will my bank, broker
or other nominee vote my shares for me on the proposals to be considered at the special meeting?
A. Broker non-votes are shares held in “street name” by brokers, banks and other
                                                           nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or
                                                           other nominee is not instructed by the beneficial owner of such
                                                           shares how to vote on a particular proposal and such broker, bank
                                                           or nominee does not have discretionary voting power on such proposal. Under NYSE American rules, brokers, banks and other
                                                           nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the
                                                           three proposals described in this proxy statement. Accordingly, if a beneficial owner of shares of Corindus common stock or
                                                           Corindus preferred stock held in “street name” does not give voting instructions to the broker, bank or other
                                                           nominee with respect to at least one of the three proposals, then those shares will not be counted as present in person or
                                                           by proxy at the special meeting (including for purposes of
                                                           determining a quorum). Because all three proposals are
                                                           non-discretionary matters, it is not expected that there will be any broker non-votes at the special meeting; however, it is
                                                           possible that a broker non-vote could occur with respect to one or more of the proposals to the extent that voting
                                                           instructions are given to a broker, bank or other nominee with respect to at least one but less than all of the proposals.
                                                           Because the vote to approve the merger proposal is based on the total voting power of shares of Corindus capital stock
                                                           outstanding on the record date, if you fail to issue voting instructions to your broker, bank or
                                                           other nominee or if a broker non-vote occurs with respect to the merger proposal, it will have the same effect as a vote
                                                           “AGAINST” the merger proposal but will have no effect on the named executive officer merger-related compensation
                                                           proposal or the adjournment proposal. To the extent that you fail to issue voting instructions to your broker, bank or other
                                                           nominee or a broker non-vote occurs with respect to the named executive officer merger-related compensation proposal or the
                                                           adjournment proposal, it will have no effect on the outcome of such proposals because such shares of Corindus capital stock
                                                           are not deemed
                                                           present and
                                                           entitled to vote on the matters under Delaware law.
Q. Will my shares held in “street name” or another form of record ownership be combined
for voting purposes with shares I hold of record?
A. No. Because any shares of Corindus capital stock
                                                           you may hold in “street name” will be deemed to be held by a
different stockholder than any shares of Corindus capital stock
                                                           you hold of record, any shares held in “street name” will not be combined for
voting purposes with shares you hold of record. Similarly, if you own shares of Corindus capital stock
                                                           in various registered forms, such as jointly with
your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate
proxy card for those shares because they are held in a different form of record ownership. Shares of Corindus capital stock
                                                           held by a corporation or business
entity must be voted by an authorized officer of the entity. Shares of Corindus capital stock
                                                           held in an individual retirement account must be voted under
the rules governing the account.
Q. What does it mean if I get more than one proxy card or voting instruction card?
A. If your shares of Corindus capital stock
                                                           are registered differently or are held in more than one account, you will receive
more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards
you receive (or submit each of your proxies over the internet or by telephone) to ensure that all of your shares of Corindus capital stock
                                                           are voted.
Q. Am I entitled to exercise appraisal rights under the DGCL instead of receiving the applicable
merger consideration for my shares of Corindus capital stock?
A. Yes. If you are a record holder of Corindus common stock or Corindus preferred stock and you do
not vote in favor of the merger proposal, you are entitled to exercise appraisal rights under Section 262 of the DGCL in connection
with the merger if you take certain actions and meet certain conditions. Failure to follow exactly the procedures specified under
the DGCL may result in the loss of appraisal rights. See the section entitled “The Merger – Appraisal Rights” beginning
on page 65 of this proxy statement. In addition, a copy of Section 262 of the DGCL is attached to this proxy statement as
Annex C.
Q. How does the common stock consideration compare to the market price of Corindus common stock prior
to the public announcement of the merger agreement? How does the common stock consideration compare to the market price of Corindus
common stock as of a recent trading date?
A. The common stock consideration represents a 76.9% premium over the closing price
                                                           of $2.42 per share of Corindus common stock on August 7, 2019, the last trading day prior to the public announcement
                                                           of the proposed merger and a 49.7% premium over the 30-day volume-weighted average price of $2.86 per share of Corindus
                                                           common stock on August 7, 2019. On September 25, 2019, the last practicable day before the printing of this proxy
                                                           statement, the closing price of Corindus common stock on the NYSE American was $4.26 per share. You are encouraged to
                                                           obtain current market quotations for Corindus common stock.

Q. What happens if I sell my shares of Corindus common stock or Corindus preferred stock before the
completion of the merger?
A. If you transfer your shares of Corindus common stock or Corindus preferred stock, you will have
transferred your right to receive the common stock consideration or preferred stock consideration, respectively, in the merger
or to demand appraisal rights in connection with the merger. In order to receive the common stock consideration or preferred stock
consideration or to exercise appraisal rights in connection with the merger, you must hold your shares of Corindus common stock
or Corindus preferred stock, as applicable, through the effective time of the merger. The record date for stockholders entitled
to vote at the special meeting is earlier than the date the merger is anticipated to be consummated. Accordingly, if you sell or
transfer your shares of Corindus common stock or Corindus preferred stock after the record date but before the special meeting,
unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer
your shares and each of you notifies Corindus in writing of such special arrangements, you will transfer the right to receive the
common stock consideration or preferred stock consideration, if the merger is consummated, to the person to whom you sell or transfer
your shares of Corindus common stock or Corindus preferred stock, respectively, but you will have retained your right to vote these
shares at the special meeting. Even if you sell or otherwise transfer your shares of Corindus common stock or Corindus preferred
stock after the record date, we encourage you to complete, date, sign and return the enclosed proxy card or vote via the Internet
or telephone.
A. A proxy is your legal designation of another person, referred to as a “proxy,” to vote
your shares of Corindus capital stock. The written document describing the matters to be considered and voted on at the special
meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Corindus capital
stock is called a “proxy card.”
Q. If a stockholder gives a proxy, how are the shares voted?
A. Regardless of the method you choose to vote, the individuals named on the enclosed proxy card,
or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy
card, you may specify whether your shares should be voted “FOR” or “AGAINST” or to abstain from voting
on all, some or none of the specific items of business to come before the special meeting. If you properly sign your proxy card
but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy
will be voted (i) “FOR” the merger proposal; (ii) “FOR” the named executive officer merger-related compensation
proposal; and (iii) “FOR” the adjournment proposal.
Q. Who will count the votes obtained at the special meeting?
A. The votes will be counted by the inspector of election appointed for the special meeting.
Q. What will the holders of Corindus stock options, Corindus restricted stock unit awards and Corindus
warrants receive in the merger?
A. As of the effective time, each outstanding and unexercised option to purchase shares of Corindus
common stock immediately prior to the effective time, whether vested or unvested, will be cancelled and converted into the right
to receive a cash payment (without interest) equal to the product of (i) the excess, if any, of the common stock consideration
over the per share exercise price of such option, and (ii) the number of shares of Corindus common stock subject to such option
as of the effective time, net of any applicable withholding taxes required to be withheld by applicable law. Options with a per
share exercise price equal to or exceeding the common stock consideration will be cancelled without payment.

Each Corindus restricted stock
unit award outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled and converted into
the right to receive a cash payment (without interest) equal to the product of (i) the common stock consideration and (ii) the number
of shares of Corindus common stock underlying the award as of the effective time, net of any applicable withholding taxes required
to be withheld by applicable law.

Each Corindus warrant outstanding
and unexercised immediately prior to the effective time will be cancelled and converted into the right to receive a cash payment
(without interest) equal to (i) the product of (a) the excess, if any, of (1) the common stock consideration over (2) the per share
exercise price of such Corindus warrant, and (b) the number of shares of Corindus common stock subject to such Corindus warrant
as of the effective time, less (ii) any applicable withholding taxes required to be withheld by applicable law.

Q. What is householding and how does it affect me?
A. The SEC’s proxy rules and the DGCL permit companies and intermediaries, such as
                                                           brokers and banks, to satisfy delivery requirements for proxy
                                                           statements with respect to two or more stockholders sharing an address
                                                           by delivering a single proxy statement to those stockholders, unless contrary instructions have been received. This
                                                           procedure reduces the amount of duplicate information that
                                                           stockholders receive and lowers printing and mailing costs for companies.
                                                           Certain brokerage firms may have instituted householding for beneficial owners of Corindus capital stock held through
                                                           brokerage firms. If your family has multiple accounts holding
                                                           Corindus capital stock, you may have already received a householding notification
                                                           from your broker. You may decide at any time to revoke your decision to household, and thereby receive multiple copies of
                                                           proxy materials. If you wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if
                                                           you are receiving multiple copies and would like to receive only one, you should contact your broker, trustee or other
                                                           nominee or Corindus at the address and telephone number below. A separate copy of these proxy materials will be promptly
                                                           delivered to any stockholder upon written request to: Corporate Secretary, Corindus Vascular Robotics, Inc., 309 Waverley
                                                           Oaks Road, Suite 105, Waltham, MA 02452.
Q. When will Corindus announce the voting results of the special meeting, and where can I find the
voting results?
A. Corindus intends to announce the preliminary voting results at the special meeting, and will report
the final voting results of the special meeting in a Current Report on Form 8-K filed with the SEC within four business days after
the special meeting. All reports that Corindus files with the SEC are publicly available when filed.
Q: Who can help answer my other questions?
A: If you have questions about the merger, require assistance in submitting your proxy or voting your
shares, or need additional copies of this proxy statement or the enclosed proxy card, please contact MacKenzie, which is acting
as the proxy solicitation agent for Corindus in connection with the merger, or us.

MacKenzie Partners, Inc.
1407 Broadway, 27des milliers Floor
New York, NY 10018

El. Email:
proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

ou

Call Toll Free (800) 322-2885

ou

Corindus Vascular Robotics, Inc.
Attention: Investor Relations
ir@corindus.com

If your broker, bank or other
nominee holds your shares of Corindus capital stock, you should also call your broker, bank or other nominee for additional
information.

CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This
proxy statement and the attached annexes contain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe
harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements
include statements relating to the expected timing, completion and effects of the proposed merger, as well as other
statements representing management’s beliefs about future events, transactions, strategies, operations and financial
results, including, without limitation, our expectations with respect to the costs and other anticipated financial impacts of
the proposed merger; future financial and operating results of Corindus; Corindus’ plans,
objectives, expectations and intentions with respect to future operations and services; required approvals to complete
the proposed merger by our stockholders and by governmental regulatory authorities, and the timing and conditions for such
approvals; the stock price of Corindus common stock prior to the consummation of the proposed merger; the
satisfaction of the closing conditions to the proposed merger; the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; disruption of management’s attention from
Corindus’ ongoing business operations due to the proposed merger; and the effect of the announcement of the proposed
merger on the ability of Corindus to retain and hire key personnel and maintain relationships with its customers, suppliers
and others with whom it does business, or on its operating results and business generally. These statements are generally
accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,”
“target,” “project,” “potential,” “continue,” “forecast,”
“predict,” “plan,” “may,” “will,” “could,” “would,”
“should,” “expect,” or the negative of such terms or other comparable terminology. Forward-looking
statements are made based upon management’s current expectations and beliefs and are not guarantees of future
performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual
results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition
or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and
uncertainties which include, among others, those risks and uncertainties described in any of our filings with the SEC.
Certain other factors which may impact our business, financial condition or results of operations or which may cause actual
results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC
and are available on our website at www.corindus.com under “Investor Relations.” You are urged to carefully
consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are
reasonable and are expressed in good faith, such expectations may not prove to be correct and persons reading this proxy
statement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only to
expectations as of the date of this proxy statement. We do not undertake or plan to update or revise forward-looking
statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances
occurring after the date of this proxy statement, even if such results, changes or circumstances make it clear that any
forward-looking information will not be realized. If we make any future public statements or disclosures which modify or
impact any of the forward-looking statements contained in or accompanying this proxy statement, such statements or
disclosures will be deemed to modify or supersede such statements in this proxy statement.

There are a number
of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested
by our forward-looking statements. These risks and uncertainties include (1) with respect to the merger, the occurrence of any
event, change or other circumstances that could give rise to the termination of the merger agreement, including in circumstances
in which we would be required to pay a termination fee of $32.515 million; the inability to complete the proposed merger due to
the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of
the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation
of the transactions contemplated by the merger agreement; risks related to disruption of management’s attention from Corindus’
ongoing business operations due to the transactions contemplated by the merger agreement; the effect of the announcement of the
proposed merger on Corindus’ relationships with its customers, employees, operating results and business generally; rizika
that the proposed merger will not be consummated in a timely manner; risks that the proposed merger disrupts our current plans
and operations or affects our ability to retain or recruit key employees; the risk that our stock price may decline significantly
if the merger is not consummated; the fact that under the terms of the merger agreement, we are unable to solicit other Company
Acquisition Proposals during the pendency of the merger; the nature, cost and outcome of any litigation and other legal proceedings,
including any such proceedings related to the merger and instituted against us and others; the fact that receipt of the all-cash
common stock consideration would be taxable to our stockholders that are treated as U.S. holders for United States federal income
tax purposes; the fact that our stockholders would forgo the opportunity to realize the potential long-term value of the successful
execution of our current strategy as an independent public company; and (2) our ability to expand our technology platform and achieve
the advances necessary for tele-stenting and remote procedures, including in humans; our ability to expand our technology platform
for use in other segments of the vascular intervention market, including neurointerventional and other more complex cardiac interventions;
obtaining necessary regulatory approvals for the use on humans and marketing of our products in the United States and in other
countries; the rate of adoption of our CorPath System and the rate of use of our cassettes; risks associated with market acceptance,
including pricing and reimbursement; our ability to enforce our intellectual property rights; our need for additional funds to
support our operations; our ability to manage expenses and cash flow; factors relating to engineering, regulatory, manufacturing,
sales and customer service challenges; potential safety and regulatory issues that could slow or suspend our sales; and the effect
of credit, financial and economic conditions on capital spending by our potential customers, competition from other similar businesses,
market and general economic factors and other risks and uncertainties set forth in Corindus’ Annual Report on Form 10-K for
fiscal year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K under Item
1A “Risk Factors”
.

THE
PARTIES TO THE MERGER

Corindus
Vascular Robotics, Inc.

Corindus Vascular Robotics,
Inc.

309 Waverley Oaks Road, Suite
105

Waltham, Massachusetts 02452

(508) 653-3335

The Company is
engaged in the design, manufacture and sales of precision vascular robotic-assisted systems for use in interventional vascular
procedures. Our CorPath® platform is the first FDA-cleared medical device to bring robotic precision to percutaneous coronary
and vascular procedures. CorPath GRX is the second-generation robotic-assisted technology offering enhancements to the platform
by adding upgrades that increase precision, improve workflow, and extend the capabilities and range of procedures that can be performed
robotically.

Corindus
common stock is traded on NYSE American under the ticker symbol CVRS. Our headquarters are
located at 309 Waverley Oaks Road, Suite 105, Waltham, Massachusetts 02452 and our telephone number is (508) 653-3335. Mūsų
corporate web address is www.corindus.com.

For additional
information about Corindus included in documents incorporated by reference into this proxy statement, see the section entitled
“Where You Can Find More Information” on page 100 of this proxy statement.

Siemens
Medical Solutions USA, Inc.

Siemens Medical Solutions USA,
Inc.
40 Liberty Boulevard
Malvern, Pennsylvania 19355
888-826-9702

SMS
USA, a Delaware corporation, is an indirect wholly owned subsidiary of Healthineers, and
is a primary U.S. operating subsidiary of Healthineers. SMS USA provides medical diagnostic equipment and healthcare technology
to public and private customers in the United States.

A leader in medical
technology, Healthineers is constantly innovating its portfolio of products and services in its core areas of diagnostic and therapeutic
imaging and in laboratory diagnostics and molecular medicine. Healthineers enables and empowers healthcare providers worldwide
to expand precision medicine, transform care delivery, improve patient experiences and digitalize healthcare. At the end of its
most recent fiscal year on September 30, 2018, Healthineers generated revenue of €13.4 billion and adjusted profit of €2.3
billion and had approximately 50,000 employees worldwide.

For additional
information, visit www.siemens-healthineers.com/en-us/. The information provided on the Healthineers or SMS USA websites are not
part of this proxy statement and are not incorporated in this proxy statement by reference or by any other reference to the Healthineers
or SMS USA websites provided in this proxy statement.

Merger
Sub

Corpus Merger, Inc.
40 Liberty Boulevard
Malvern, Pennsylvania 19355
888-826-9702

Merger Sub is a
Delaware corporation and a wholly owned subsidiary of SMS USA, with principal executive offices located at 40 Liberty Boulevard,
Malvern, PA 19355, USA, telephone number 888-826-9702. It was formed for the purpose
of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with
and into Corindus, with Merger Sub ceasing to exist and Corindus continuing as the surviving corporation and a wholly owned subsidiary
of SMS USA.

THE
SPECIAL MEETING

This proxy statement
is being provided to Corindus stockholders as part of a solicitation by the Board of proxies for use at the special meeting to
be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of
the special meeting.

Date,
Time and Place

The special meeting
is scheduled to be held at Grant Thornton’s offices at 75 State Street, 13des milliers Floor, Boston, Massachusetts 02109
on October 25, 2019 at 8:00 a.m., Eastern Time.

Purpose
of the Special Meeting

At the special
meeting, Corindus stockholders will be asked to consider and vote on the following proposals:

the merger proposal, which is further described in the sections entitled “The Merger,”
“The Merger Agreement” and “Merger Proposal (Proposal 1)” beginning on pages 31, 69, and
90 of this proxy statement, respectively;
the named executive officer merger-related compensation proposal, which approval shall be on a
on a non-binding, advisory basis, as further discussed under “The Merger – Interests of Corindus’ Executive Officers
and Directors in the Merger” and “Advisory Vote on Named Executive Officer Merger-Related Compensation Proposal (Proposal
2)” beginning on pages 57 and 91 of this proxy statement, respectively; et
the adjournment proposal, as further described under “Adjournment Proposal (Proposal 3)”
beginning on page 92 of this proxy statement.

Corindus stockholders
must approve the merger proposal as a condition to the completion of the merger. If the Corindus stockholders fail to approve the
merger proposal, the merger will not occur. The vote on the named executive officer merger-related compensation proposal is a vote
separate and apart from the vote to approve the merger proposal. Accordingly, a stockholder may vote to approve the merger proposal
and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the
named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on Corindus, SMS
USA, Merger Sub or the surviving corporation. Accordingly, because Corindus is contractually obligated to pay such merger-related
compensation, such compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved
and the closing occurs, regardless of the outcome of the advisory vote.

Recommendation
of the Corindus Board of Directors

The Board (other
than Mr. Harrington, who abstained from the Board vote on the merger) has determined that it is in the best interests of Corindus
and the Corindus stockholders that Corindus enter into the merger agreement and has approved and declared advisable the merger
agreement and the merger. A description of factors considered by the Board (other than Mr. Harrington) in reaching its decision
to approve and declare advisable the merger agreement can be found in “The Merger – Recommendation of the Board and Reasons
for the Merger” beginning on page 43 of this proxy statement.

The Board (other
than Mr. Harrington, who abstained from the Board vote on the merger) unanimously recommends that the Corindus stockholders vote
“FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR”
the adjournment proposal.

The merger proposal
must be approved as a condition for the merger to occur. If the Corindus stockholders fail to approve the merger proposal by the
requisite vote, the merger will not occur.

Record
Date; Stockholders Entitled to Vote

Only holders
of Corindus common stock or Corindus preferred stock at the close of business on September 26, 2019, the record date for the
special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of
the special meeting. At the close of business on the record date (i) 208,685,413 shares of Corindus common stock were issued
and outstanding and entitled to vote at the special meeting and (ii) 1,160,400 shares of Corindus preferred stock were issued
and outstanding and entitled to vote at the special meeting. A list of stockholders entitled to vote at the special meeting
will be available in our offices located at 309 Waverley Oaks Road, Suite 105, Waltham, Massachusetts 02452, during regular
business hours for a period of at least 10 days before the special meeting and at the special meeting venue during the
meeting.

Holders
of Corindus common stock are entitled to one vote for each share of Corindus common stock they own at the close of business
on the record date. Holders of Corindus preferred stock are entitled to vote each share of Corindus preferred stock they own
at the close of business on the record date, and cast a number of votes per share of Corindus preferred stock determined in
accordance with the preferred voting ratio.

The presence
at the special meeting, in person or by proxy, of the holders of a majority of the voting power of all of the shares of
Corindus capital stock entitled to vote at the special meeting (with the holders of Corindus preferred stock having a number
of votes per share determined in accordance with the preferred voting ratio), is necessary to constitute a quorum at the
special meeting. There must be a quorum for business to be conducted at the special meeting. If no quorum is present at the
special meeting, the chairman of the special meeting or the holders of a majority of the voting power of the shares entitled
to vote who are present, in person or by proxy, may adjourn the special meeting to another place, date or time. The failure
of a quorum to be present at the special meeting will necessitate an adjournment or postponement of the special meeting and
may subject Corindus to additional expense.

If you submit
a properly executed proxy card or submit your proxy over the internet or by telephone, even if you abstain from voting, your
shares will be counted as present for purposes of determining whether a quorum exists at the special meeting. If you hold
your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your
shares of Corindus capital stock will result in such shares not being counted for purposes of
determining the presence of a quorum.

Required
Vote

The approval of
the merger proposal requires the affirmative vote of the holders of a majority of the voting power of shares of Corindus capital
stock (with the holders of Corindus preferred stock having a number of votes per share determined in accordance with the preferred
voting ratio) outstanding at the close of business on the record date and entitled to vote thereon.

Approval
of each of the named executive officer merger-related compensation proposal and the adjournment proposal requires
the affirmative vote of a majority of the votes cast, either affirmatively or negatively (meaning the number of shares
voted “FOR” each respective proposal must exceed the number of shares voted “AGAINST” each respective
proposal for it to be approved) (with the holders of Corindus preferred stock having a number of votes per share determined
in accordance with the preferred voting ratio), at a meeting at which a quorum is present.

The certificate
of designation provides that each holder of Corindus preferred stock shall be entitled to a number of votes in respect of Corindus
preferred stock owned of record by them equal to the number of shares of Corindus common stock determined by dividing the number
of shares of Corindus preferred stock held by the holder by $1.29 as of the record date.

Each holder
of Corindus preferred stock has the right, at any time, at such holder’s option, to convert all or any portion of such
holder’s shares of Corindus preferred stock into shares of Corindus common stock. Pursuant to the certificate of
designation, each share of Corindus preferred stock shall then be converted into such number of shares of Corindus common
stock equal determined in accordance with the preferred stock conversion ratio. Furthermore, if the Corindus common stock
trading price exceeds $4.00 per share (as equitably adjusted for stock splits, stock dividends, combinations,
recapitalizations and the like after the date of the certificate of designation) for a 30 consecutive trading day period and
Corindus, at its option, delivers a written notice to the holders of the Corindus preferred stock within 10 business days of
the conclusion of such period, then each share of Corindus preferred stock outstanding shall be converted into such number of
shares of Corindus common stock determined pursuant to the preferred stock conversion ratio. As of the record date, each
share of Corindus preferred stock would, in effect, convert into 23,208,000 shares of Corindus common stock and, following
such conversion, each such share of Corindus common stock would, in effect, be entitled to one vote per share, identical to
all other shares of Corindus common stock.

An abstention occurs
when a stockholder attends a meeting, either in person or by proxy, but abstains from voting by marking “ABSTAIN” on
such holder’s ballot or proxy.

Abstentions
will not count as votes cast for or against the merger proposal, but will still count for the purpose of determining
whether a quorum is present. However, the vote to approve the merger proposal is based on the total voting power of shares
of Corindus capital stock outstanding on the record date. As a result, if you abstain, or if you fail to vote (or fail to
submit voting instructions to your bank, broker or other nominee, in the case of “street name” shares), it will
have the same effect as if you vote “AGAINST” the approval of the merger agreement.

Each of the
named executive officer merger-related compensation proposal and the adjournment proposal requires for its approval the
affirmative vote of a majority of the votes cast, either affirmatively or negatively (meaning the number of shares voted
“FOR” each respective proposal must exceed the number of shares voted “AGAINST” each respective proposal for
it to be approved) (with the holders of Corindus preferred stock having a number of votes per share determined in accordance
with the preferred voting ratio), at a meeting at which a quorum is present. As a result, abstentions will be counted
for purposes of determining whether a quorum is present and, assuming a quorum is present, will have no effect on the outcome
of the named executive officer merger-related compensation proposal and the adjournment proposal.

If no instruction
as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy,
the proxy will be voted “FOR” (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related
compensation proposal and (iii) approval of the adjournment proposal.

Failure
to Vote and Broker Non-Votes

If you are a stockholder
of record and you do not sign and return your proxy card by mail or submit a proxy over the internet or by telephone or if you
do not vote in person at the special meeting, your shares of Corindus capital stock will not be voted at the special meeting, will not be counted as present
in person or by proxy at the special meeting and will not be counted as present for purposes of determining whether a quorum exists.

Broker
non-votes are shares of Corindus capital stock held in “street name” by brokers, banks and other nominees that
are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is
not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or nominee
does not have discretionary voting power on such proposal. Under NYSE American rules, brokers, banks and other nominees
holding shares in “street name” do not have discretionary voting authority with respect to any of the three
proposals described in this proxy statement. Accordingly, if a beneficial owner of shares of Corindus capital stock held
in “street name” does not give voting instructions to the broker, bank or other nominee with respect to at least
one of the three proposals, then those shares of Corindus capital stock will not be counted as present in person or by proxy at the special
meeting. Because all three proposals are non-discretionary matters, it is not expected that there will be any broker
non-votes at the special meeting; however, it is possible that a broker non-vote could occur with respect to one or more of
the proposals to the extent that voting instructions are given to a broker, bank or other nominee with respect to at least
one but less than all of the proposals. Because the vote to approve the merger proposal is based on the total voting power of
all shares of Corindus capital stock outstanding on the record date, if you fail to issue voting instructions to your
broker, bank or other nominee or if a broker non-vote occurs with respect to the merger proposal, it will have the same
effect as a vote “AGAINST” the merger proposal but will have no effect on the named executive officer
merger-related compensation proposal or the adjournment proposal
.

To the extent that
you fail to issue voting instructions to your broker, bank or other nominee or a broker non-vote occurs with respect to the named
executive officer merger-related compensation proposal or the adjournment proposal, it will have no effect on the outcome of such
proposals.

Voting
by Corindus’ Directors and Executive Officers

Corindus’
directors and executive officers have informed us that they intend to vote their shares of Corindus capital stock in favor of the merger proposal and the
other proposals to be considered at the special meeting, although none of Corindus’ directors and executive officers is obligated
to do so (except as described in the following paragraph). At the close of business on the record date, directors and executive
officers of Corindus either directly or through their affiliates, collectively, beneficially owned and were entitled to vote 75,531,729
shares of Corindus common stock, representing approximately 36.19% of the shares of Corindus common stock outstanding on that
date, and 673,032 shares of Corindus preferred stock, representing approximately 58.00% of the shares of Corindus preferred
stock outstanding on that date. Collectively, such directors and executive officers held approximately 36.29% of the aggregate
voting power of the outstanding shares of Corindus capital stock.

In connection with
the execution of the merger agreement, SMS USA entered into the voting agreement with HealthCor, which are funds affiliated with
our Chairman, pursuant to which HealthCor has agreed to vote (or cause to be voted) all voting securities of Corindus held by HealthCor,
representing in the aggregate 52,482,133 shares of Corindus common stock or approximately 25% of the outstanding voting power of
Corindus capital stock entitled to vote at the special meeting, in favor of adoption of the merger agreement and approval of the
merger.

Attendance
and Voting at the Special Meeting

Stockholders who
are entitled to vote at the special meeting may attend the special meeting. Beneficial owners who have not obtained a proxy from
the holder of record but who wish to attend the special meeting should bring a copy of an account statement reflecting their ownership
of Corindus capital stock as of the record date. All stockholders and proxyholders should bring photo identification.

If your shares
of Corindus capital stock are registered directly in your name with our transfer agent (Manhattan Transfer Registrar Company),
you are considered a “stockholder of record” and there are four methods by which you may vote your shares or have your
shares voted at the special meeting. You may attend the special meeting and vote your shares in person, or you may cause your shares
to be voted by authorizing the persons named as proxies on the proxy card to vote your shares at the special meeting by returning
the executed proxy card by mail or by voting through the internet or by telephone. If you choose to submit a proxy to vote your
shares over the internet or by telephone, there is no need for you to mail back your proxy card. Although Corindus offers four
different voting methods, Corindus encourages you to submit a proxy to vote either over the internet or by telephone to ensure
that your shares of Corindus capital stock are represented and voted at the special meeting
.

To Vote in Person: If you plan to attend the special meeting and wish to vote in
person, you will be given a ballot at the special meeting.
To Submit a Proxy to Vote Over the Internet: To submit a proxy to vote over the internet,
go to www.proxyvote.com and follow the steps outlined on the secured website. Please have your proxy card in hand when you access
the website and follow the instructions to obtain your records and to create an electronic voting instruction form. If you submit
your proxy to vote over the internet, you do not have to mail in a proxy card. If you choose to submit your vote via proxy over
the internet, you must do so prior to 11:59 p.m., Eastern Time, on October 24, 2019.
To Submit a Proxy by Mail: To submit a proxy to vote by mail, complete, sign
                                                                                                         and date the proxy card and return it promptly to the address indicated on the proxy card in the postage-paid enveloped
                                                                                                         provided. If you sign and return your proxy card without indicating how you want your shares of Corindus capital stock to be
                                                                                                         voted with regard to a particular proposal, your shares of Corindus capital stock will be voted in favor of such proposal.
                                                                                                         If you return your
                                                                                                         proxy card without a signature, your shares of Corindus capital stock will not be counted as present at the special meeting
                                                                                                         and cannot be voted.
                                                                                                         If you submit a proxy by mail, you must return the proxy with sufficient time to be received by the time of
                                                                                                         the special meeting.
To Submit a Proxy by Telephone: To submit a proxy to vote by telephone, call toll-free
1-800-690-6903 within the USA, US territories and Canada on a touchtone phone. Please have your proxy card in hand when you access the
website and follow the instructions in order to submit your vote by proxy by telephone. If you submit your proxy to vote by telephone,
you do not have to mail in a proxy card. If you choose to submit your vote via proxy by telephone, you must do so prior to 11:59
p.m., Eastern Time, on October 24, 2019.

If your
shares of Corindus capital stock are held by your broker, bank or other nominee, you are considered the beneficial owner
of shares held in “street name” and you will receive a vote instruction form from your broker, bank or other
nominee seeking instruction from you as to how your shares of Corindus capital stock should be voted. If you are a beneficial
owner and you wish to vote in person at the special meeting, you must bring to the special meeting a proxy from the broker,
bank or other nominee that holds your shares authorizing you to vote in person at the special meeting.

Revocation
of Proxies

You can change
or revoke your proxy at any time before the final vote at the special meeting. If you are the record holder of your shares of Corindus
capital stock, you may revoke your proxy by:

submitting another proxy over the internet or by telephone prior to 11:59 p.m., Eastern Time, on
October 24, 2019;
timely delivering a written notice that you are revoking your proxy to our Secretary at Corindus
Vascular Robotics, Inc., 309 Waverley Oaks Road, Suite 105, Waltham, MA 02452, attn: Corporate Secretary;
timely delivering a valid, later-dated proxy; ou
attending the special meeting and voting in person.

Please note, however,
that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will
not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Corindus or by
sending a written notice of revocation to Corindus, you should ensure that you send your new proxy card or written notice of revocation
in sufficient time for it to be received by Corindus before the special meeting. Please note that to be effective, your new proxy
card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the
special meeting and, in the case of Internet or telephonic voting instructions, must be received before 11:59 p.m., Eastern Time,
on October 24, 2019.

If you are the
beneficial owner of shares held in “street name,” you should contact your broker, bank or other nominee with questions
about how to change or revoke your voting instructions.

Solicitation
of Proxies

The Board is soliciting
your proxy, and Corindus will bear the cost of soliciting proxies. MacKenzie has been retained to assist with the solicitation
of proxies. MacKenzie will be paid approximately $15,000 and will be reimbursed for its reasonable out-of-pocket expenses for
these and related services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies
and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Corindus
capital stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be
solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by MacKenzie or, without additional
compensation, by certain of Corindus’ directors, officers and employees.

Adjournments
and Postponements

In addition
to the merger proposal and the named executive officer merger-related compensation proposal, Corindus stockholders are also
being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of
soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special
meeting to approve the merger proposal. If no quorum is present at the special meeting, the chairman of the meeting or the
holders of a majority of the voting power of the shares entitled to vote who are present, in person or by proxy, may adjourn
the special meeting to another place, date or time. If a quorum is present, then the affirmative vote of a majority of the
votes cast, either affirmatively or negatively (meaning the number of shares voted “FOR” the proposal must exceed
the number of shares voted “AGAINST” the proposal for it to be approved) (with the holders of Corindus preferred
stock having a number of votes per share determined in accordance with the preferred voting ratio) will be required to
approve the adjournment proposal. In addition, the special meeting could be postponed before it commences. If the special
meeting is adjourned or postponed for the purpose of soliciting additional votes, stockholders who have already submitted
their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a signed proxy
and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment
proposal. If the Board fixes a new record date for the adjourned meeting, or if the date of the adjourned meeting is more
than 30 days after the date for which the meeting was originally noticed, a notice will be given of the place, if any,
date, and time of the adjourned meeting, and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned meeting.

The Board (other
than Mr. Harrington, who abstained from the Board vote on the merger) unanimously recommends a vote “FOR” the adjournment
proposal, if necessary or appropriate, to solicit additional proxies.

Important Notice Regarding the Availability of Proxy
Materials for the Special Meeting to be Held on October 25, 2019

The proxy statement
is available at http://www.proxyvote.com.

If you have more
questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed
proxy card or voting instructions, please contact MacKenzie, our proxy solicitor, or Corindus:

MacKenzie Partners, Inc.
1407 Broadway, 27des milliers Floor
New York, NY 10018

El. Email:
proxy@mackenziepartners.com

(212) 929-5500 (Call Collect)

ou

Call Toll Free (800) 322-2885

ou

Corindus Vascular Robotics, Inc.
Attention: Investor Relations
ir@corindus.com

If your broker, bank or other nominee holds your shares of Corindus
capital stock, you should also call your broker, bank or other nominee for additional information.

THE
MERGER

The discussion
of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached
to this proxy statement as Annex A and hereby incorporated by reference into this proxy statement.

Structure
of the Merger

Subject to the
terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with
and into Corindus, the separate corporate existence of Merger Sub will cease and Corindus will survive the merger as a wholly owned
subsidiary of SMS USA.

Merger
Consideration - What Stockholders Will Receive in the Merger

Upon the terms
and subject to the conditions of the merger agreement, at the effective time (i) each outstanding share of Corindus common stock
will be automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes,
and (ii) each share of (A) Series A preferred stock issued and outstanding immediately prior to the effective time and (B) Series
A-1 preferred stock issued and outstanding immediately prior to the effective time and Series A-1 preferred stock that has accrued
and accumulated on a daily basis until the effective time, in accordance with the provisions of the certificate of designation,
but which is not otherwise issued or outstanding immediately prior to the effective time, will have the right to receive an amount
in cash equal to $85.60 (in each of the foregoing clauses (i) and (ii), other than any shares of Corindus capital stock that may
be held by Corindus as treasury stock or held directly by SMS USA or any subsidiary of SMS USA (including Merger Sub), and other
than any shares of Corindus capital stock owned by any stockholder who has properly exercised and perfected such holder’s
demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal).
After the merger is completed, holders of Corindus capital stock will have only the right to receive a cash payment of the applicable
merger consideration in respect of their shares, and will no longer have any rights as holders of Corindus capital stock, including
voting or other rights. Shares of Corindus capital stock held by us or by SMS USA, Merger Sub or any of Corindus’ or SMS
USA’s other direct or indirect wholly owned subsidiaries will be cancelled at the effective time.

Gydymas
of Corindus Equity Awards

The merger agreement
provides that outstanding equity-based awards issued under Corindus’ equity incentive plans will be treated as set forth
below:

Options.
Under the merger agreement, each option to purchase shares of Corindus common stock that is outstanding and unexercised immediately
prior to the effective time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment
(without interest) equal to the product of (i) the excess, if any, of the common stock consideration over the per share exercise
price of such option, and (ii) the number of shares of Corindus common stock subject to such option as of the effective time, net
of any applicable withholding taxes required to be withheld by applicable law. Options with a per share exercise price equal to
or exceeding the common stock consideration will be cancelled without payment. Any consideration with respect to Corindus options
will be paid by the surviving corporation as soon as reasonably practicable following the effective time, and in any event no later
than 10 business days after the closing date.

Restricted Stock
Unit Awards
. The merger agreement also provides that each Corindus restricted stock unit award that is outstanding immediately
prior to the effective time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment
(without interest) equal to the product of (i) the common stock consideration and (ii) the number of shares of Corindus common stock
underlying the award as of the effective time, net of any applicable withholding taxes required to be withheld by applicable law.
Any consideration with respect to Corindus restricted stock unit awards will be paid by the surviving corporation as soon as reasonably
practicable following the effective time, and in any event no later than 10 business days after the closing date.

Gydymas
of Corindus Warrants

The merger agreement
provides that each Corindus warrant that is outstanding and unexercised immediately prior to the effective time will be cancelled
and converted into the right to receive a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of
(1) the common stock consideration over (2) the per share exercise price of such Corindus warrant, and (b) the number of shares
of Corindus common stock subject to such Corindus warrant as of the effective time, less (ii) any applicable withholding taxes
required to be withheld by applicable law. Prior to or at the effective time, SMS USA will deposit, or cause to be deposited, with
a paying agent (which shall be a nationally recognized financial institution) designated by SMS USA that is reasonably acceptable
to Corindus, cash in immediately available funds in an amount sufficient to pay any consideration with respect to the Corindus
warrants.

Efektai
on Corindus if the Merger Is Not Completed

If the merger proposal
is not approved by Corindus stockholders or if the merger is not consummated for any other reason, Corindus stockholders will not
receive any payment for their shares of Corindus capital stock in connection with the merger. Instead, Corindus will remain a public
company, Corindus common stock will continue to be listed and traded on the NYSE American and registered under the Exchange Act, Corindus
preferred stock will continue to be issued and outstanding, and we will continue to file periodic reports with the SEC. In addition,
if the merger is not completed, Corindus expects that management will operate Corindus’ business in a manner similar to that
in which it is being operated today and that Corindus stockholders will continue to be subject to the same risks and opportunities
to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which Corindus
operates and adverse economic conditions.

Furthermore, if
the merger is not consummated, and depending on the circumstances that would have caused the merger not to be consummated, it is
likely that the price of Corindus common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the
price of Corindus common stock would return to the price at which it trades as of the date of this proxy statement.

Under specified
circumstances, upon termination of the merger agreement, Corindus may be required to pay SMS USA a termination fee of $32.515 million,
as described under “The Merger Agreement – Termination Fee” beginning on page 87 of this proxy statement.

Background
of the Merger

As part of its
long-term strategic planning process, the Board regularly reviews Corindus’ near-term and long-term strategy, performance,
positioning, and operating prospects with a view toward enhancing stockholder value.  These reviews have included consideration,
from time to time, of utilizing Corindus’ robotic technologies in new therapeutic areas, collaboration or partnering arrangements,
financing transactions, and other strategic alternatives to enhance stockholder value.

Corindus had historically
focused its efforts in developing and utilizing robotic-assisted systems in percutaneous coronary procedures and, more recently,
also in peripheral vascular interventions. By the spring of 2018, Corindus had achieved significant internal technical milestones
with respect to tele-robotics and believed these advancements, if further developed, would permit Corindus’ robotic systems
to be operated on a remote basis. As a result, an interventional procedure could be performed by a physician in a physical location
separate from the location of the robotic system and the patient (that is, with the physician performing the procedure from a control
panel in a location remote from the physical robotic system and the patient, utilizing the internet).

Corindus’
senior leadership believed that these developments created an opportunity to utilize its robotic systems in neurovascular procedures,
specifically in procedures to treat acute ischemic stroke, which Corindus considered to be a market with significant potential.
In the spring of 2018, Corindus’ senior leadership conducted exploratory discussions with leading interventional neurologists
to discuss this possibility, and in July 2018 established a Physician Steering Committee of eight leading interventional neurologists
to further advance the development of robotic treatment into neurovascular care.

By the summer of
2018, the Board determined that Corindus should focus significant strategic efforts further developing and refining a neurovascular
robotic system with advanced capabilities such as remote enablement and automation.  In light of the significant unmet need
for fast ischemic stroke thrombectomy, Corindus’ senior leadership and the Board believed that the research, design, development,
manufacture and distribution of a remote robotic neurovascular solution would be accelerated and optimized with an experienced
medical device company or imaging system company which could bring significant scale and integrated technologies into the solution,
as well as financial resources.

In August 2018,
Corindus interviewed several investment banks to assist it in identifying and negotiating a strategic collaboration agreement with
a partner that could collaborate with Corindus in funding and jointly developing Corindus’ next generation robotic-assisted
system, which was intended to be utilized in neurological procedures.  The Company engaged Citi as its exclusive lead financial
adviser in connection with the strategic collaboration because of, among other reasons, Citi’s knowledge of and familiarity
with the medical technology industry, its previous role as Stryker Corporation’s financial advisor in connection with Stryker’s
acquisition of Mako Surgical Corp., in 2013, and its general experience as a financial advisor in strategic collaboration transactions
and in mergers and acquisitions.

Throughout the late summer and fall of 2018, Corindus continued to have ordinary course business conversations
with various companies that sell products and systems utilized in connection with the same interventional procedure markets, including
the neurovascular market, in which Corindus participates or plans to participate. On October 5, 2018, Mark Toland, the Chief Executive
Officer and President of Corindus, and Corindus’ senior leadership met at Corindus’ Waltham, Massachusetts headquarters
with Healthineers personnel, including Dr. Rebecca Fahrig, the Head of Innovations within the Advanced Therapies Business Area
of Healthineers (“Healthineers AT”), to provide a technology demonstration of Corindus’ robotic capabilities.

In mid-October
2018, Citi, on behalf of Corindus, contacted nine medical technology companies, with market capitalizations ranging from approximately
$5 billion to $360 billion, in order to assess the potential interest of such parties in a neuro-interventional strategic collaboration
with Corindus. Corindus believed, based in part on advice from Citi, that these parties had the scale, technical expertise and
potential interest in robotic-assisted vascular procedures to collaborate with Corindus and jointly develop and commercialize Corindus’
next generation vascular robotic-assisted system for use in neuro-interventional and remote procedures.

In November
and December 2018, Citi, on behalf of Corindus, delivered a process letter for a strategic collaboration to develop the next
generation robotic system to five potential strategic collaboration partners that had expressed interest in response to
Corindus’ late summer and fall contacts and Citi’s October contacts, and which the Board believed were
potentially suitable strategic collaboration partners. The process letter contained a summary of “key terms” that
very generally outlined Corindus’ proposed terms for a collaboration, which contemplated an unspecified upfront cash
investment in Corindus and unspecified future development milestone payments, and proposed that the potential strategic
collaboration partner provide more specific terms on which it was prepared to collaborate. In January 2019 Citi, on
behalf of Corindus, delivered the process letter to an additional potential strategic collaboration partner (one of the
nine parties originally identified by Citi) and in February 2019 delivered the process letter to Koninklijke Philips
N.V. (“Philips”) which had also been one of the nine parties originally identified, as further
described below.

After delivering
the process letter, Corindus executed non-disclosure agreements (or agreed that previously entered non-disclosure agreements would
govern the strategic collaboration process) with parties that remained interested in participating in the process.  The non-disclosure
agreements did not contain standstill provisions. Ultimately Corindus provided technology demonstrations and a management
presentation (which contained informal preliminary financial information, which had not been approved by the Board, and made assumptions,
among other things, with respect to the size of the overall stroke market and potential rate of penetration by the next generation
robotic system) to five parties.

Following the October 2018 meeting with Dr. Fahrig, on November 13, 2018 Mr. Toland and Douglas Teany, the
Chief Operating Officer of Corindus, met with Healthineers AT’s senior leadership in Forchheim, Germany, including Michel
Therin, Head of Healthineers AT.  At the meeting, the management teams discussed their views of, and their respective strategies
and goals in, the neurovascular procedure market and possible ways that the companies could effectively work together.

Following the November 2018 meeting, in December 2018, before receiving the collaboration process letter,
Healthineers AT submitted a non-binding letter of intent in which Healthineers stated its interest in entering into joint research
and development activities with Corindus. The letter of intent became obsolete after the process letter was received.

In early
December 2018, Nathan R. Harrington, the Head of Business Development for Philips’ Image Guided Therapies business
group and a member of the Board, indicated that it was unlikely that Philips, which had been one of the nine strategic
medical technology companies contacted by Corindus and Citi in mid-October 2018, would be interested in participating in the
strategic collaboration process. Philips had been a significant investor in Corindus prior to Corindus’ 2015 initial
public offering, and as of February 2019 continued to beneficially own approximately 12.8% of the Corindus common
stock.  In addition, Mr. Harrington had been a member of the Board since June 2017 (and other Philips employees had been
on the Board continuously since prior to Corindus’ initial public offering). In light of Philips’ historic
relationship with Corindus, Jeffrey Lightcap, the Chairman of Corindus’ Board, contacted the Vice President, M&A
and Business Development at Philips, and received confirmation that Philips was not interested in participating in the
strategic collaboration process.

On January 23, 2019, Mr. Lightcap, Mr. Toland and Corindus’ senior leadership met with senior leadership
of Healthineers AT, including Mr. Therin, at Corindus’ headquarters in Waltham, Massachusetts.  At this meeting, Corindus’
senior leadership delivered a management presentation with respect to the potential strategic collaboration.

On February 11, 2019, Mr. Toland spoke by telephone with Mr. Therin about potential development milestone
events that would trigger cash payments by Healthineers to Corindus under a collaboration structure with Healthineers, should Healthineers
propose one to Corindus, in accordance with Corindus’ process letter.

Notwithstanding
its earlier decision not to participate in Corindus’ strategic collaboration process, in February 2019 Mr. Harrington indicated
that Philips had conducted an internal review of its strategy in neurology and was now interested in becoming Corindus’ strategic
collaboration partner. On February 11, 2019, Mr. Lightcap confirmed Philips’ interest with Philips’ Executive Vice
President and Chief Business Leader of the Image Guided Therapy Group. As a result, on February 12, 2019, Citi, on behalf of Corindus,
delivered the process letter to Philips.  On February 13, 2019, Philips executed a non-disclosure agreement with
Corindus. On February 15, 2019, Corindus’ senior leadership delivered the management presentation to Philips at Corindus’
headquarters.

On March 8, 2019, Healthineers submitted an initial non-binding letter of intent relating to a potential strategic
collaboration, which contemplated an upfront investment by Healthineers of $28 million in exchange for Series A preferred stock,
and future potential milestone payments of up to $22 million tied generally to the development by Corindus of the technology and
intellectual property required for a suitable next generation robotic system, a commercialization agreement relating to the sale,
distribution and marketing of the next generation robotic system when developed, and certain governance rights.

On March 14, 2019,
Philips amended its existing Schedule 13D, as amended. The amendment noted that Corindus had indicated that it was pursuing partnership
discussions to co-develop a neurovascular robotic platform with remote capabilities, and stated that Philips might potentially
make a proposal to Corindus to provide additional capital and/or strategic commercial collaboration. Also in mid-March, Mr. Harrington
called Mr. Lightcap to confirm that Philips was preparing to submit a proposal.

On March 15, 2019,
Corindus completed a private placement of Corindus common stock to institutional investors at a price of $1.3796 per share.

On March 25, 2019,
Corindus retained Cadwalader, Wickersham & Taft LLP (“Cadwalader”) to represent it in connection with the negotiation
of term sheets and definitive documentation with respect to a strategic collaboration.

On March
27, 2019, Mr. Lightcap, Mr. Toland and Corindus’ senior leadership met at Corindus’ headquarters with Mr. Therin
and Michael Geiger, the Head of an M&A Team at Healthineers, to discuss and negotiate the terms of
Healthineers’ proposed letter of intent. Hanno Herrmann, Head of Business Development for the Interventional Radiology
Business Line (“IR”) of Healthineers AT, and Michael Scheuering, Executive Vice President IR, participated by
telephone.

In late March or
early April 2019, Mr. Harrington notified Mr. Lightcap that Philips would not, after all, be submitting a proposal with respect
to the strategic collaboration at that time, but that Philips might be interested in a collaboration at some point in the future. 
Because Corindus was in an ongoing process of discussing potential strategic collaborations with medical device companies and imaging
companies that competed in the same markets as Philips, Mr. Lightcap and the other Board members became concerned that Mr. Harrington’s
continued involvement in Board discussions relating to a collaboration might cause a potential partner to be less forthcoming about
their future strategic plans, which the Board viewed as potentially impairing Corindus’ ability to successfully complete
a collaboration agreement.  In light of these developments, in April Mr. Lightcap, at the request of the Board, suggested
to Mr. Harrington that, as a result of the competitive dynamic between Philips and the parties that Corindus believed would be
suitable strategic collaboration partners, the importance to Corindus of completing a collaboration agreement, Philips’ ongoing
interest in a strategic collaboration notwithstanding its decision not to submit a strategic collaboration proposal at this time,
and the potential conflict to which Mr. Harrington was subject as both a director of Corindus and as an executive of Philips, Mr.
Harrington should consider recusing himself from future Board discussions relating to the strategic collaboration and other strategic
discussions with companies participating in the same markets as Philips.  Mr. Harrington agreed that recusal was appropriate
under the circumstances. Thereafter, until and including August 6, 2019 and with Mr. Harrington’s consent, Mr. Harrington
was not given notice of, and did not participate in, meetings of the Board relating to the proposed strategic collaboration and
other strategic discussions, including discussion relating to any proposed transactions with Healthineers.

On April 8, 2019, Mr. Toland and Mr. Teany had dinner in Boston with Bernd Montag, the Chief Executive of
Healthineers, David Pacitti, the President of SMS USA and Head of Siemens Healthineers North America, and Christian Eusemann, Vice
President, Head of NAM Collaborations for Healthineers, to further discuss the prospects of a strategic collaboration and Healthineers’
long-term vision in neurovascular procedures and how a strategic collaboration with Corindus could potentially fit within that
vision.

On April 29, 2019, Healthineers submitted a revised non-binding term sheet regarding its collaboration proposal,
which contemplated an upfront investment by Healthineers of approximately $45 million in exchange for a newly-issued class of convertible
preferred stock with terms substantially similar to the terms of Corindus’ Series A preferred stock, future secured
loans of up to $45 million tied generally to the development by Corindus of the required technology and intellectual property required
for a suitable next generation robotic system (which loans would be converted into co-ownership of intellectual property developed
during the term of the collaboration), certain revenue shares with respect to equipment sales, consumables and service fees generated
in connection with the sale of the robotic systems, and exclusive distribution rights for neurovascular applications. À
addition, Healthineers’ proposal contained the condition that from and after execution of a definitive strategic collaboration
agreement, no direct competitors of Healthineers would be represented on the Board (which would have required Mr. Harrington to
resign from service on the Board).

On May 2 and May
3, 2019, the Board held a regularly scheduled in-person meeting to discuss, among other things, a financial update and review of
Corindus’ performance and other regular business. Members of Corindus’ senior leadership participated in the meeting.
Mr. Toland updated the Board, among other things, with respect to the April meeting with Healthineers and the terms for the strategic
collaboration proposed by Healthineers at end of April, and the Board directed Corindus’ senior leadership to continue discussions
with Healthineers and with other potential partners. No other potential party had submitted a written proposal for a strategic
collaboration in response to the process letter by this time (other than Healthineers). Consistent with the Board’s direction,
Corindus’ senior leadership continued to discuss a strategic collaboration with other interested parties during the months
of May and June, but ultimately no other party submitted a written proposal for a strategic collaboration by August 7, 2019, the
date on which Corindus executed the merger agreement.

On May 8, 2019, Mr. Lightcap, Mr. Toland, Corindus’ senior leadership and representatives of Cadwalader
and Citi met at Corindus’ headquarters with Mr. Geiger and Britton Richardson, Head of M&A and Corporate Legal Services
for Healthineers North America, to discuss and negotiate the terms of Healthineers’ proposed term sheet.  Mr. Therin
participated by telephone. Mr. Herrmann and a representative of Healthineers financial advisor, UBS Investment Bank, were also present
at the meeting.

On May 14,
2019, Corindus provided representatives of Healthineers and its outside legal counsel and advisors with access to an online
data room. From May 14, 2019 through August 7, 2019, Corindus continued to populate this online data room with
materials in response to supplemental due diligence requests from Healthineers and responded to over 600 specific requests
for information and/or documents from Healthineers.

On May 20, 2019,
Corindus delivered to Healthineers drafts of the primary legal documents relating to the proposed collaboration, including a draft
Development Agreement with respect to the next generation robotic system, a draft Subscription Agreement, and a draft Stockholder
Agreement.

On May 22, 2019, Mr. Toland and Mr. Therin met at the EuroPCR Conference in Paris, France to further discuss
the terms of the proposed collaboration. The EuroPCR Conference is the annual meeting of the European Association of Percutaneous
Cardiovascular Interventions, which in 2019 hosted more than 11,000 participants. As part of the conference, an interventional
cardiologist used Corindus’ robotic-assisted system to successfully perform a live, complex robotic–assisted percutaneous
coronary intervention, which was broadcast live to EuroPCR attendees, and which Mr. Toland and Mr. Therin observed from the conference.
Corindus believed that this live demonstration reinforced the potential positive impact of Corindus’ robotic technologies
could have on the coronary interventional procedures market in the future.

On May 25, 2019,
Corindus delivered to Healthineers a draft Distribution Agreement relating to Corindus’ existing CorPath GRX System and a
draft Distribution Agreement relating to Corindus’ proposed next generation robotic system.

On June 4, 2019, Healthineers delivered to Corindus an issues list with respect to the draft Development Agreement
and Distribution Agreements.  On June 6, 2019, Healthineers delivered to Corindus an issues list with respect to the draft
Subscription Agreement and Stockholder Agreement.  During the period from June 4 through June 7, 2019, multiple telephone
conferences were held between Mr. Lightcap, Mr. Toland, Corindus’ senior leadership and representatives of Cadwalader and
Citi, on the one hand, and Mr. Therin, Mr. Geiger, Mr. Richardson and representatives of Blank Rome LLP (“Blank Rome”),
Healthineers outside counsel, with a view towards identifying significant issues to be resolved at an in person meeting of principals
the following week.

On June 12 and June 13, 2019, Mr. Lightcap, Mr. Toland, Corindus’ senior leadership and representatives
of Cadwalader met in Munich, Germany with Mr. Therin, Mr. Geiger, Mr. Richardson, Healthineers’ senior leadership and
representatives of Blank Rome to negotiate the terms of the collaboration documents.  The parties tentatively agreed, subject
to agreement on other transaction issues, that Healthineers would make an upfront investment of approximately $90 million in common
stock or preferred stock, or a combination thereof, in lieu of the previously proposed secured loan structure.

On June 20 and
June 21, 2019, the respective research and development teams of Corindus and Healthineers met in Boston, Massachusetts to discuss
the technical aspects of the collaboration, including which parts of the overall development plan were to be the responsibility
of Corindus and which parts of the development plan were to be the responsibility of Healthineers.

On June 23, 2019,
Healthineers delivered its written comments on the proposed Development Agreement and one of the proposed Distribution Agreements,
which reflected significant differences between the parties on both business and legal issues.  On June 25, 2019, representatives
from Cadwalader and Blank Rome met by telephone to attempt to resolve certain legal documentation issues.  In light of the
significant issues between the parties, Mr. Lightcap determined to call a special Board meeting to discuss the status of negotiations
and to get the views and direction of the Board with respect to how to proceed.

On June 26, 2019, the Board held a telephonic special meeting to review the status of the collaboration discussions. 
Members of Corindus’ senior leadership and representatives of Cadwalader and Citi participated in the meeting. Management
presented an overview of the primary issues on which the parties had not been able to agree, and representatives of Cadwalader
reviewed those issues in detail with the Board.  Among other items, the parties had been unable to agree on the ownership
of intellectual property expected to be developed solely by Corindus during the term of the Development Agreement, on the parties’
respective exclusivity obligations, and whether the scope of the collaboration would be limited to neurovascular applications (as
was Corindus’ position) or whether Healthineers would also have distribution rights in non-neuro applications. Po
discussion, the Board concluded that the level of control that Healthineers sought with respect to the collaboration and the scope
of the rights Healthineers sought were inconsistent with scale of the economic investment that Healthineers proposed make as part
of the transaction. As a result, the Board instructed Mr. Lightcap and Corindus’ senior leadership to inform Healthineers
that while it continued to believe a collaboration was in the interests of both parties, the Board was not willing to enter
into the collaboration on the terms then being proposed.

On June 27, 2019,
Mr. Toland discussed with Mr. Therin the views of the Board and provided Mr. Therin with a detailed issues list identifying the
significant business issues in the Development Agreement and the Distribution Agreement on which the parties had thus far in the
negotiation been unable to agree.  The parties and their respective advisors were scheduled to meet in-person in Boston, Massachusetts
on July 2 and July 3, 2019, and Mr. Toland proposed that Corindus’ issues list be the basis for those discussions.

On June 29, 2019,
Mr. Therin called Mr. Lightcap to notify him that Healthineers was preparing a confidential proposal to buy 100% of the outstanding
shares of Corindus, which he indicated would be submitted to the Board in writing.  On June 29, 2019, Healthineers submitted
to the Board a written confidential non-binding indication of interest to acquire 100% of the outstanding shares of Corindus at
a price per share of Corindus common stock equal to $3.65 in cash, subject to the negotiation of definitive transaction documents
and completion of due diligence. In connection with its non-binding indication of interest, Healthineers also requested a four-week
exclusivity agreement with Corindus with respect to the negotiation of a definitive transaction. The closing price per share of
Corindus common stock on June 27, 2019, the last trading day prior to the receipt of Mr. Therin’s notification of Healthineers’
pending non-binding indication of interest, was $3.00 per share.

On July 1, 2019,
the Board held a telephonic special meeting to discuss the non-binding indication of interest from Healthineers and the exclusivity
request. Members of Corindus’ senior leadership and representatives of Cadwalader and Citi participated in the meeting. Mr.
Lightcap described his brief conversation with Mr. Therin and notified the Board that he had responded to Mr. Therin by email,
at Mr. Therin’s request, and confirmed receipt of the non-binding indication of interest.  Representatives of Cadwalader
then reviewed with the directors their fiduciary duties under applicable law in connection with evaluation of a potential sale
transaction. Representatives of Citi reviewed with the Board a preliminary summary of Healthineers’ proposal.  The Board
then discussed with members of Corindus’ senior leadership and representatives of Cadwalader and Citi the terms of the
indication of interest and the benefits and risks associated with the proposal, including the potential risk that Healthineers
might no longer be interested in a strategic collaboration transaction if a sale of Corindus could not be successfully negotiated,
and the possibility that the proposed purchase price could be increased if Corindus could more fully explain the value of its percutaneous
coronary and peripheral vascular business and its potential in oncology (Healthineers having had focused primarily in its diligence
to date on neuro-interventions, as that was the proposed scope of the collaboration, and accordingly potentially did not fully
understand the value of Corindus’ other businesses).  The Board also considered the benefits and risks attendant to
attempting to solicit competing proposals from other potential bidders. The Board discussed whether a competing proposal was likely
at this time given the responses of the solicited parties to the strategic collaboration process, and the possibility that Healthineers
might withdraw its proposal if Corindus reached out to other potential strategic parties regarding a sale.  The Board then
further discussed the scope of Mr. Harrington’s previous recusal from Corindus’ strategic discussions with companies
participating in the same markets as Philips, Mr. Harrington’s duties to Corindus and to his employer, and the concern that
attempting to contact Philips or other potentially interested parties might cause Healthineers to withdraw its indication of interest.
The Board also discussed the ability of another party to make a bid for Corindus after the execution of a potential merger agreement
containing customary provisions.  The Board also discussed Healthineers request for exclusivity and the benefits and risks
of granting exclusivity.  After the discussion, the Board determined to respond to Healthineers that the Board was willing,
consistent with its fiduciary duties, to consider a transaction to sell Corindus, but that the Board did not believe that Healthineers
had appropriately considered the value in the percutaneous coronary and peripheral vascular businesses and the potential of an
oncology business.  As a result, under these circumstances, the Board did not believe granting exclusivity at this time was
in Corindus’ and its stockholders’ best interests.

On July 3, 2019, Mr. Lightcap and Mr. Toland had a conference call with Mr. Therin, Mr. Geiger and Marco
Stuelpner, Head of M&A at Healthineers, to provide the Board’s response to Healthineers’ non-binding indication
of interest.  During the call, Mr. Toland stated that Corindus believed Healthineers proposal did not reflect the potential
of Corindus’ percutaneous coronary and peripheral vascular businesses or its future potential in oncology.  Mr. Toland
also emphasized the potentially substantial impact on Healthineers’ medical imaging suite sales that could result from Healthineers’
ability to potentially offer robotic-assisted functionality, particularly because medical imaging suite sales were often long-term
commitments by hospitals, and that the promise of integration of medical imaging technology with robotics in future years would
positively influence medical imaging suite sales in the near term.

On July 5, 2019, Mr. Toland made a telephone presentation to Mr. Therin and other senior business leaders
of Healthineers AT, updating them with respect to the cardiovascular, peripheral and oncology segments of the business that Mr.
Toland believed were critical to Corindus’ value proposition.  Mr. Therin indicated that Healthineers would discuss
the information internally and respond to Corindus during the following week.

Also on July 5,
2019, the Board held a telephonic special meeting to discuss recent developments with Healthineers. Board members Campbell Rogers
and James Tobin did not attend the meeting. Corindus’ senior leadership and representatives of Cadwalader and Citi participated
in the meeting.  Mr. Lightcap reported on recent discussions with Healthineers and Mr. Toland updated the Board with respect
to his presentation to Healthineers earlier in the day.

During the week
of July 8, 2019, at the instruction of the Board, Corindus’ senior leadership prepared financial projections for the period
2019 through 2024.

On July 8, 2019, in light of Healthineers’ proposal, at Corindus’ senior leadership request, Citi
provided the company with information describing potential for growth of the industry and summarizing recent financing and mergers
and acquisitions activity in the medical robotics space. Mr. Lightcap forwarded the information to the Board for its review. 
Also on July 8, 2019, Healthineers’ financial advisor, UBS Investment Bank, contacted Citi and indicated that Healthineers
would likely present a revised proposal later in the week.

On July 9, 2019, Mr. Lightcap forwarded to Mr. Therin, Mr. Geiger and Mr. Stuelpner the information prepared
by Citi describing the potential for growth of the industry and summarizing recent financing and mergers and acquisitions activity
in the medical robotics space.

On July 10, 2019,
Healthineers submitted to the Board a revised written confidential non-binding indication of interest to acquire 100% of the outstanding
shares of Corindus at a price per share of Corindus common stock equal to $4.05 per in cash, subject to the negotiation of definitive
transaction documents and completion of due diligence. In connection with its revised non-binding indication of interest, Healthineers
again requested a four-week exclusivity agreement with Corindus with respect to the negotiation of a definitive transaction.
closing price per share of Corindus common stock on July 9, 2019, the last trading day prior to the receipt of Healthineers’
revised non-binding indication of interest, was $3.11 per share.

On July 12, 2019, the Board held a telephonic special meeting to discuss Healthineers’ revised non-binding
indication of interest. Corindus’ senior leadership and representatives of Cadwalader and Citi participated in the meeting.
Mr. Lightcap updated the Board with respect to the status of discussions with Healthineers, including the receipt of Healthineers
revised non-binding indication of interest at $4.05 per share, which had been distributed to directors in connection with the meeting.
The Board engaged in extensive discussion with respect to the revised proposal, including the likelihood that Healthineers would
continue to discuss a strategic collaboration in the event that the parties were unable to come to terms on the proposed merger. 
In response to a question from the Board, representatives of Cadwalader and the directors discussed several options for conducting
a market check, including soliciting bids prior to signing any merger agreement, a post-signing “go-shop” provision
in the negotiated merger agreement, and a “fiduciary out” provision in a negotiated merger agreement that would permit
a seller to accept an unsolicited superior offer after announcing a transaction but prior to a stockholder vote.  The Board
discussed these matters, Healthineers’ consistent focus on confidentiality, exclusivity and competitive concerns, and the
fact that soliciting other bids at this time risked losing Healthineers’ proposal.  Citi then reviewed preliminary financial
analysis with respect to Healthineers’ revised proposal, which had been distributed to directors in connection with the meeting. 
After further discussion, the Board resolved to appoint Mr. Lightcap, Mr. Toland and Mr. Douglas L. Braunstein to a Strategic Transaction
Committee for the purposes of further negotiating the terms of a potential sale of Corindus to Healthineers.

On July 13, 2019,
Corindus’ senior leadership distributed to the Board Corindus’ financial projections for the period from 2019 through
2024 (which we refer to as the “Financial Projections”).

On July 14, 2019,
the Board held a telephonic special meeting to review and discuss the Financial Projections. See the subsection of this proxy statement
captioned “The Merger – Financial Projections” beginning on page 55. Corindus’ senior leadership and representatives
of Cadwalader and Citi participated in the meeting. Mr. Toland presented the Financial Projections and the key assumptions
underlying them, including that the Financial Projections assumed a collaboration partner on neurovascular interventions had been
secured beginning at the start of the first quarter of 2020, that Corindus had developed, gained regulatory approval and commercialized
remote capabilities for its next generation robotic system by 2022, and that the Financial Projections had been appropriately risk
adjusted, in management’s judgement, to reflect the difficulty of clearing a new product with regulatory authorities and
gaining market acceptance, particularly with respect to a product with remote capabilities and related technologies unlike other
products on the market.  The Board engaged in an extended discussion with Mr. Toland regarding the assumptions underlying
the Financial Projections, the differences between the Financial Projections and the earlier informal, preliminary financial information
(which had not been approved by the Board) that had been part of the management presentation and used in connection with soliciting
strategic collaboration partners earlier in the year, and management’s assessment of the relative likelihood of achieving
the results indicated by the Financial Projections. During the discussion, Mr. Toland discussed with the Board long-term risks
concerning the performance of the business, including, among other things, the potential difficulties in gaining regulatory approval
for a new product with remote capabilities, particularly in light of Corindus’ relatively modest scale, and the related risk
of regulatory delay, as well as the impact on the Financial Projections if an appropriate strategic collaboration partner could
not be secured. After further discussion, the Board approved the Financial Projections. The Financial Projections were subsequently
shared with Healthineers.

Representatives of Citi then presented their preliminary financial analysis of Corindus and the proposed transaction,
which had been distributed to directors in connection with the meeting. The Board discussed with Citi the appropriateness of various
assumptions made by Citi in their preliminary financial analysis.  The Board members then discussed their views on Healthineers’
proposal to purchase Corindus at $4.05 per share, in light of Citi’s analysis and their respective views of the opportunities
and risks of the business.  The directors discussed, among other things, that Corindus had raised equity financing at $1.30
per share of Corindus common stock in March 2019, and that the proposed price of $4.05 per share represented a very significant
premium over that amount, as well as a significant premium to the $2.88 per share at which the stock closed on July 12, 2019, the
last trading day prior to the Board meeting.  The Board further discussed the potential risks to Corindus’ Financial
Projections if it were not able to satisfy regulatory concerns and commercialize the next generation product by 2022, and the concern
that the Financial Projections assumed that a collaboration partnership had been successfully completed at the start of the first
quarter of 2020. The Board also discussed Healthineers’ repeated request for exclusivity and the risks relating to rejecting
that request. After further discussion, the Board authorized the Strategic Transactions Committee to engage in further negotiations
with Healthineers in an attempt to further increase the proposed price.

On July 16,
2019, Mr. Lightcap had a telephonic conference call with Mr. Therin, Mr. Stuelpner and Mr. Geiger and indicated that the
Board was not willing to transact at $4.05 per share or to grant Healthineers exclusivity at that price, but that the
Board remained interested in further discussing a potential transaction and had instructed management to continue to
provide diligence material to Healthineers with a view to enabling Healthineers to increase its price. On this call Mr.
Lightcap also asked Healthineers to increase its price to $4.75 per share of Corindus common stock.

On July 22, 2019,
Healthineers submitted to the Board a written confidential, best and final, non-binding indication of interest to acquire 100%
of the outstanding shares of Corindus at a price per share of Corindus common stock equal to $4.28 in cash, subject to the negotiation
of definitive transaction documents and completion of due diligence. In connection with its revised, best and final non-binding
indication of interest, Healthineers also again requested a four-week exclusivity agreement with Corindus with respect to the negotiation
of a definitive transaction. The $4.28 proposed price represented a 60% premium to the closing price per share of Corindus common
stock on July 19, 2019, the last trading day prior to the receipt of Corindus’ best and final non-binding indication of interest,
of $2.67 per share.  Healthineers noted in its proposal that the premium it was offering to Corindus stockholders exceeded
the premiums of the transactions included in Citi’s presentation highlighting the growth potential of the industry and summarizing
recent financing and mergers and acquisitions activity in the medical robotics space that Mr. Lightcap had delivered to Mr.
Therin on July 9, 2019.

On July 23, 2019, the Board held a telephonic special meeting to discuss the status of the transaction. Corindus’
senior leadership and representatives of Cadwalader and Citi participated in the meeting. Mr. Lightcap updated the Board with respect
to the status of discussions with Healthineers, including the receipt of the revised best and final non-binding indication of interest
at $4.28 per share, which had been distributed to directors in connection with the meeting.  Mr. Lightcap described a
conversation he had had earlier that day with Mr. Therin, Mr. Stuelpner and Mr. Geiger, where Mr. Therin, in response to Mr.
Lightcap’s suggestion of a further increase in price, emphasized that Healthineers’ latest proposal should be presented
to the Board as Healthineers’ best and final offer, and that Healthineers would not again increase its bid.  Mr. Toland
then updated the Board on a separate conversation he had had with Mr. Therin, Mr. Stuelpner and Mr. Geiger later in the day, in
which Mr. Therin reiterated that the proposal was best and final.  Citi then reviewed preliminary financial analysis with
respect to Healthineers’ revised best and final proposal, which had been distributed to the directors in connection with
the meeting. The Board then discussed Corindus’ current direction and operations, and risks and benefits of Corindus continuing
as a stand-alone public company, including the risk that a company of Corindus’ size might not be able to quickly gain regulatory
approval for a remote technology on the time frame contemplated by the Financial Projections, even if Corindus were able to secure
a strategic collaboration partner by the start of the first quarter of 2020.

The directors then
discussed, among other things, that the proposed price of $4.28 per share represented a significant premium over the historical
trading price of Corindus common stock, as well as a significant premium to the $2.79 per share at which the Corindus common stock
closed on July 22, 2019, the last trading day prior to the Board meeting.

The Board
then discussed with representatives of Cadwalader and Citi potential responses to Healthineers in light of the foregoing, and
the Board determined that it would be in the best interest of Corindus for the parties to proceed promptly if the Board
desired to attempt to negotiate the transaction documents on the terms proposed, both in an effort to contain the risk to
Corindus’ business and relationship with its employees of a potential leak, and because Corindus had previously
announced its quarterly earnings call would be held on August 8, 2019. On that call Corindus’ senior leadership
expected to be questioned in detail about the progress of its strategic collaboration discussions, the completion of which
Corindus had indicated in its prior earnings call was one of Corindus’ primary 2019 goals. The Board expressed the
concern that the responses to these questions would be difficult and subject to legal risk if the merger transaction was
nearly fully negotiated but not announced prior to such call, and believed this period provided sufficient time to negotiate
the merger agreement. The Board also again discussed Mr. Harrington’s recusal from strategic discussions with
companies participating in the same markets as Philips. Mr. Lightcap reported that he had had a further discussion with
Mr. Harrington with respect to Corindus’ upcoming August 2, 2019 regularly scheduled in-person Board meeting, and that
Mr. Harrington had agreed to attend that meeting but once again agreed to recuse himself from the portions of the meeting
relating to the status of Corindus’ strategic discussions with companies participating in the same markets as Philips.
The Board confirmed its view that Mr. Harrington should not at that time be informed of the merger discussions for the
reasons previously discussed. In connection with those discussions, the Board also concluded that it would be reasonable
to accept Healthineers’ request for exclusivity, in light of the risk that Healthineers would withdraw its proposal if
exclusivity was not granted, and the fact that the Board expected any definitive merger agreement would provide the Board
with a termination right in the event Corindus received a superior proposal from a competing bidder. The Board further
discussed the terms of the proposed exclusivity agreement that Healthineers proposed and suggested limiting the exclusivity
period as described below.

The Board then
discussed Citi’s prior relationships with Corindus and information provided by Citi regarding its prior relationships with
Corindus and Siemens AG and its affiliates, which had been provided to the Board in connection with the meeting. After discussion
with Cadwalader, the Board determined that such relationships did not impair Citi’s ability to provide the Board with objective
financial advice regarding a potential transaction with Healthineers and other strategic alternatives available to Corindus. Following
further discussion, the Board determined that it would be willing to proceed with a potential transaction with Healthineers on
the basis of an increased transaction consideration of $4.28 per share of Corindus common stock, in cash, and otherwise as proposed
by Healthineers in its revised best and final non-binding indication of interest, including the execution of an acceptable exclusivity
agreement. In light of Corindus’ interest in proceeding promptly as a result of the issues described above, the Board instructed
the Strategic Transactions Committee to provide for exclusivity through August 7, 2019, the date prior to Corindus’
scheduled earnings announcement, and for Cadwalader to prepare and deliver to Healthineers a form of merger agreement structured
to reflect that Corindus had not engaged in a pre-signing market check (but without providing for a go-shop provision).

On July 24, 2019, Mr. Toland notified Mr. Therin, Mr. Stuelpner and Mr. Geiger that the Board was amenable
to entering into an acceptable exclusivity agreement with Healthineers through August 7, 2019, and was prepared to move forward
to seek to finalize due diligence and definitive agreements at an increased offer price of $4.28 in cash per share of Corindus
common stock.

Also on July 24, 2019, representatives of Cadwalader delivered comments on the draft exclusivity agreement
to Blank Rome.  In addition, on July 24, 2019 Cadwalader delivered an initial draft of the merger agreement to Blank Rome.
The draft merger agreement provided, among other things, for a “hell or high water” antitrust covenant potentially
requiring Healthineers to divest certain assets if required by antitrust authorities in order to approve the transaction; a “fiduciary
out” provision potentially enabling Corindus to terminate the merger agreement in response to an unsolicited third party
proposal that the Board determined to be superior or in response to an “intervening event” of which the Board was not
aware as of the date of the merger agreement; a termination fee of 1.25% of the equity value of the transaction, potentially
payable by Corindus to Healthineers in the event that Corindus terminated the merger agreement in order to enter into a superior
proposal; and no ability of Healthineers to match the terms of a third party superior proposal (“matching rights”).

On July 25,
2019, Blank Rome delivered comments on the draft exclusivity agreement to Cadwalader, which the parties negotiated and
executed on July 26, 2019.  From July 26, 2019 through August 7, 2019, Corindus continued to populate the online data
room with materials in response to supplemental due diligence requests from Healthineers. In addition, during this period,
members of Corindus’ senior leadership participated in several diligence calls with representatives of Healthineers,
its financial advisors and outside legal counsel.

On July 28, 2019, Blank Rome delivered comments on the draft merger agreement to Cadwalader.  Healthineers’
comments to the draft merger agreement, among other items, deleted the “hell or high water” provision, and included
additional closing conditions outside of the control of the parties, including the receipt of third party contractual consents
and requiring that no governmental proceedings had been instituted that “challenged” or “imposed limitations”
on the merger. The comments to the draft merger agreement also contained a requirement that all officers, directors and Corindus
preferred stockholders enter into voting agreements in support of the transaction; a proposed termination fee of 4.5% of the equity
value of the transaction; a requirement that Corindus hold a stockholder meeting to approve the transaction even if the Board no
longer recommended the transaction; broad “matching rights” with respect to any, each and every competing proposal
the Board determined to be a superior proposal; no customary fiduciary out for “intervening events”; and an obligation
of Corindus to reimburse Healthineers for its expenses upon a termination of the merger agreement if Corindus stockholders did
not approve the proposed transaction in the absence of any competing proposal.

On July 29, 2019,
Cadwalader discussed these matters with the Strategic Transactions Committee. Also on July 29, 2019, Blank Rome submitted an initial
draft voting and support agreement, which generally provided that any stockholder executing the agreement would vote in favor of
and support the merger; and provided that a stockholder’s obligations contained in the voting and support agreement would
terminate if the Board changed its recommendation with respect to the merger.

On July 30, 2019,
representatives of Cadwalader and Blank Rome participated in a conference call to discuss the primary open issues in the merger
agreement. Later on July 30, 2019, Cadwalader provided comments on the draft merger agreement to Blank Rome. The comments
to the merger agreement, among other things, re-instated the “hell or high water” provision and deleted the additional
proposed closing conditions described above.  The comments to the draft merger agreement also deleted the requirement that
voting agreements would be entered by officers, directors and Corindus preferred stockholders; proposed a termination fee of 1.75%
of the equity value of the transaction; deleted the provisions requiring the meeting of stockholders to be held even if the Board
no longer recommended the transaction; deleted “matching rights”; reinstated a customary fiduciary out for “intervening
events”; and deleted the proposed expense reimbursement.

On July 31, 2019,
Cadwalader and Blank Rome participated in another conference call to negotiate the provisions of the merger agreement.

On August 2, 2019,
the Board held a regularly scheduled in-person meeting to discuss, among other things, a financial update and review of Corindus’
performance and other regular business. Mr. Harrington participated in the meeting, as did Corindus’ senior leadership and
representatives of Cadwalader and Citi. The Board subsequently met in executive session, from which Mr. Harrington recused himself,
to discuss the status of negotiations with Healthineers, including the outstanding issues with respect to deal certainty and the
fiduciary matters summarized above.

On August 3, 2019, Blank Rome provided comments on the draft merger agreement to Cadwalader. Blank Rome
informed Cadwalader that Healthineers proposed, among other things, that SMS USA, a primary US operating company of Healthineers
(and not Healthineers itself), would be the acquiring entity under the merger agreement; no “hell or high water” provision;
a closing condition that no pending proceeding in US district court by any governmental authority challenging the merger existed;
that voting and support agreements would be executed by all of Corindus’ preferred stockholders and by investment funds affiliated
with HealthCor Partners Management LP, or HealthCor, of which Mr. Lightcap was Senior Managing Director; a termination fee of 3.0%
of the equity value of the transaction; and, in lieu of “matching rights”, a repeating “last-look” right
that would require Corindus to give Healthineers two business days’ prior written notice prior to Corindus entering into
any superior transaction (without any limitation on the number of times that Corindus would be required to provide Healthineers
such “last look” right).

On August 4, 2019, Mr. Lightcap and Mr. Toland held a conference call with Mr. Therin, Mr. Stuelpner,
Mr. Geiger and Mr. Richardson.  The business principals further negotiated the merger terms. The parties agreed that SMS USA
would be Corindus’ counterparty on the merger agreement, provided that Healthineers would satisfy Corindus’ concern
with respect to the certainty of financing of the transaction either by providing a balance sheet of SMS USA reasonably acceptable
to Corindus, or a written guarantee by Healthineers of SMS USA’s obligations under the merger agreement. The parties also
agreed, with respect to conditionality, that the merger agreement would not include a “hell or high water” provision;
would include an express closing condition that Corindus’ warrants and preferred stock would not survive closing (consistent
with the operative provisions of the merger agreement); and would not include a closing condition with respect to any pending proceeding
“challenging” the merger.  With respect to fiduciary matters, the parties agreed that HealthCor, which owned approximately
25% of the combined voting power of the Corindus common stock and preferred stock, voting together as a class, would execute a
voting and support agreement (but that no other officers, directors or preferred stock holders would be required to do so), which
voting agreement would terminate if the Board changed its recommendation with respect to the merger; and that Corindus would not
be permitted to execute a superior proposal with a third party until having given SMS USA two business days’ prior written
notice (provided that Corindus would not be required to negotiate with SMS USA or Healthineers during such period, and in any event
would be required to give such notice only a single time prior to executing a superior proposal, and not on a repeating basis). 
Healthineers continued to insist on a termination fee of 3.0% of the equity value of the transaction; Corindus was willing to agree
to 2.75%. Accordingly, this term remained unresolved.

On August
4, 2019, Cadwalader submitted an initial draft of Corindus’ disclosure schedules to the merger agreement.  From
August 4 until August 7, 2019, the day the merger agreement was executed, the parties negotiated and agreed upon the final
form of the schedules.

On August 5, 2019,
Cadwalader delivered a revised draft of the merger agreement to Blank Rome reflecting the results of the principals call on August
4.  Cadwalader and Blank Rome continued to negotiate the other provisions of the merger agreement.

Also on August 5, 2019, the Board held a telephonic special meeting to discuss the status of the transaction.
Corindus’ senior leadership and representatives of Cadwalader and Citi participated in the meeting. Mr. Lightcap reviewed
for the Board developments in the negotiations with Healthineers since the Board had last met on August 2, 2019, including the
results of the August 4, 2019 negotiating session among the principals. Mr. Lightcap informed the Board that, as directed
by the Board, the Strategic Transaction Committee had been focused on ensuring that there were no significant impediments to a
third party making a competing proposal to buy Corindus after the merger had been announced, Mr. Lightcap noted that the Strategic
Transaction Committee considered “matching rights” or significant “last look” rights as more problematic,
on a relative basis, than the amount of the termination fee, because “matching” and “last look” rights
were more likely to discourage a potential competing bidder from doing the work required to make a competing proposal than the
amount of a customary termination fee.  Representatives of Cadwalader reviewed with the Board the relevant provisions of the
merger agreement that remained unresolved. The Board discussed the remaining open issues, including the amount of the termination
fee and the terms of the guarantee by Healthineers of the obligations of SMS USA under the merger agreement, which Healthineers
had stated would take the form of a customary “support letter” governed by German law but which had not yet been provided.

Later on August
5, 2019, Blank Rome delivered a form of the Healthineers’ support letter and a revised draft of the merger agreement, which
included a closing condition that each holder of preferred stock would deliver an acknowledgement at closing that provided, among
other things and assuming closing occurred, that the preferred stock and warrants held by such person would be terminated at closing.
The draft merger agreement also provided that Healthineers was considering Corindus’ latest proposal, made in connection
with the ongoing negotiations with respect to the terms of the support letter, of a termination fee of 2.95% of the equity value
of the transaction, which amount was subsequently confirmed by Healthineers as agreed.

On August 6, 2019,
Healthineers delivered certain balance sheet information with respect to SMS USA to Corindus.  Also on August 6, 2019, Cadwalader
and Blank Rome negotiated the form of the support letter and, with input from HealthCor’s outside counsel, the voting and
support agreement.

Also on August
6, 2019, the Board held a telephonic special meeting to further discuss the status of the transaction. Corindus’ senior leadership
and representatives of Cadwalader and Citi participated in the meeting. Mr. Lightcap reviewed for the Board developments in the
negotiations, including the proposed terms of the support letter and the termination fee. Representatives of Cadwalader then reviewed
with the Board in detail the terms of the draft merger agreement, which was in close to final form, including the “fiduciary
out” provisions, termination provisions, and deal certainty provisions, among others. The Board discussed with representatives
of Cadwalader, among other things, the state of negotiations with respect to the support letter.

On August 7, 2019, Mr. Lightcap had a telephone conference with Mr. Stuelpner, Mr. Geiger and Mr. Richardson
to further discuss SMS USA’s balance sheet and the Healthineers’ support letter and to finalize the terms of the merger
agreement and related documents, subject to Board approval.

On August 7, 2019,
Mr. Lightcap and representatives of Cadwalader contacted Mr. Harrington and notified him with respect to the merger discussions
that had been ongoing and that the Board would meet later in the day to consider approving the merger agreement with SMS USA. Mr.
Lightcap invited Mr. Harrington to attend the Board meeting and described generally the negotiations with Healthineers. Cadwalader
delivered to Mr. Harrington the draft of the merger agreement and related documents, a presentation by Cadwalader with respect
to the terms of the merger agreement and the Board’s fiduciary duties, and a presentation by Citi with respect to the financial
analysis of Corindus and the transaction, each of which had been distributed to directors in connection with the meeting and was
expected to be discussed at the Board meeting later that day.

Later on August
7, 2019, the Board held a telephonic special meeting to discuss and consider the merger agreement and the transaction with SMS
USA. Mr. Harrington participated in this meeting, as did Corindus’ senior leadership and representatives of Cadwalader and
Citi. Representatives of Cadwalader reviewed the proposed final terms of the merger agreement, including changes that had been
negotiated since the August 6, 2019 Board meeting.  Representatives of Cadwalader then again reviewed with the members of
the Board their fiduciary duties under applicable law. Representatives of Citi reviewed with the Board their financial analysis
relating to the fairness to the holders of Corindus common stock of the merger consideration to be received in the proposed merger
by the holders of Corindus common stock, and Citi then rendered its oral opinion, which was subsequently confirmed in writing,
to the Corindus board to the effect that, as of August 7, 2019 and based on and subject to the assumptions made, procedures followed,
matters considered and other limitations and qualifications set forth in Citi’s written opinion, the merger consideration
to be paid to the holders of Corindus common stock in the merger was fair, from a financial point of view, to such holders. For
more information, see the section entitled “The Merger – Opinion of Citigroup Global Markets Inc.” beginning on page
49 of this proxy statement. Following discussion, the Board (other than Mr. Harrington, who abstained) unanimously determined
that it was in the best interest of Corindus and Corindus stockholders that Corindus enter into the merger agreement, approved
and declared advisable the merger and the merger agreement, resolved that the merger agreement be submitted for consideration by
Corindus stockholders at a special meeting of stockholders and recommended that Corindus stockholders adopt the merger agreement
and approve the transactions contemplated thereby.  Mr. Lightcap then advised the Board that the compensation committee
had earlier in the day approved a transaction bonus award in the amount of $2.5 million to Mr. Toland, to recognize Mr. Toland’s
performance prior to and during the merger agreement process.  After discussion, the Board (other than Mr. Harrington, who
abstained) approved the transaction bonus award, subject to the occurrence of the effective time of the merger and Mr. Toland’s
continued employment with Corindus through such time.

In the evening
of August 7, 2019, Corindus and SMS USA finalized and executed the merger agreement, Corindus and Healthineers finalized and executed
the support letter, and HealthCor and SMS USA executed the voting and support agreement.

In the morning
of August 8, 2019, each of Corindus and Healthineers issued press releases announcing the execution of the merger agreement.

Recommendation
of the Board and Reasons for the Merger

The Board recommends
that the Corindus stockholders vote “FOR” the merger proposal.

At a meeting of
the Board held on August 7, 2019, the Board (other than Mr. Harrington, who abstained) (i) determined that it was advisable and
in the best interests of Corindus and the Corindus stockholders that Corindus enter into the merger agreement, (ii) approved and
declared advisable the merger and the merger agreement, (iii) resolved that the adoption of the merger agreement be submitted for
consideration by the Corindus stockholders at a special meeting of the Corindus stockholders and (iv) recommended that the Corindus
stockholders adopt the merger agreement and approve the transactions contemplated thereby.

When you consider
the Board’s recommendation, you should be aware that Corindus’ executive officers and directors may have interests
in the merger that may be different from, or in addition to, the interests of Corindus stockholders generally. These interests
are described in “The Merger – Interests of Corindus’ Executive Officers and Directors in the Merger” beginning
on page 57 of this proxy statement.

Factors Considered Supporting Approval of the Merger.

À
evaluating the merger agreement and the transactions contemplated thereby and reaching its determinations in connection therewith,
the Board consulted with Corindus’ senior leadership and the Board’s financial and legal advisors, and considered a
number of factors that it believed supported its decision, including the following (which are not necessarily presented in order
of relative importance):

The merger consideration
represents a significant premium to the trading price of the Corindus common stock across a number of measuring periods.
Board considered that the merger consideration of $4.28 per share in cash was attractive value for the shares of Corindus common
stock and represented a:

69% premium over the $2.54 closing price of Corindus common stock on August 6, 2019 (the last trading
day prior to the Board meeting at which the proposed merger was approved);
449% premium over the 52-week intraday low price of Corindus common stock of $0.78 (on December
27, 2018);
49% premium over the volume weighted average price of Corindus common stock of $2.8799 reported
for the 30-day period ended August 6, 2019;
49% premium over the volume weighted average price of Corindus common stock of $2.8677 reported
for the 60-day period ended August 6, 2019; et
59% premium over the volume weighted average price of Corindus common stock of $2.6966 reported
for the 90-day period ended August 6, 2019.

Strategic alternatives
to a sale of Corindus.
The Board considered the potential values, benefits, risks and uncertainties facing Corindus’
stockholders associated with possible strategic alternatives to the merger (including the potential stockholder value based on
Corindus’ business plan that could be expected to be generated from remaining an independent public company, the possibility
of being acquired by other companies, the possibility of acquisitions or mergers with other companies, the possible consummation
of a strategic collaboration transaction or other possible transactions, as well as the potential benefits, risks and uncertainties
associated with such alternatives), and the timing and likelihood of accomplishing such alternatives (including, with respect to
a strategic collaboration, the fact that Corindus’ process had not yielded any potential partner (other than Healthineers)
that submitted a written strategic collaboration proposal, and the potential risk that a strategic collaboration might not be completed
with Healthineers). The Board considered these alternatives as compared to the risks and benefits of the proposed merger.

Risks relating
to remaining a stand-alone company.
The Board evaluated Corindus’ long-term strategic plan were it to remain an independent
public company, as well as the significant risks associated with executing such plan. This evaluation included the Board’s
review of Corindus’ business, operations, assets, operating results, financial condition, prospects, business strategy, competitive
position, and industry, including the potential impact (which cannot be quantified numerically) of those factors on the trading
price of Corindus common stock, to assess the prospects and risks associated with remaining an independent public company.
Board believed that the certainty provided by the acquisition of Corindus by SMS USA for $4.28 per share in cash was more favorable
to Corindus stockholders than the potential risk-weighted value of remaining an independent public company, after accounting for
the risks and uncertainties associated with achieving and executing upon Corindus’ business and financial plans in the short-
and long-term. Such risks include:

increasing and changing regulatory and compliance requirements for operating as a publicly held
medical device company in the United States and international markets, and the challenges faced in managing those requirements,
especially in light of Corindus’ strategic shift to focus on a remote robotic interventional platform;
Corindus’ ability to generate revenue growth, transition to profitability and generate consistent
positive cash flows;
Corindus’ ability to consummate a proposed collaboration arrangement with a strategic partner
in lieu of the proposed merger, which such proposed collaboration is integral to Corindus’ long-term strategic plan;
Corindus’ ability to raise additional funding necessary to execute its strategic plan; et
other risks and uncertainties discussed in Corindus’ public filings with the SEC. See the
section entitled “Where You Can Find More Information” beginning on page 100
of this proxy statement.

Process and
Negotiations with Healthineers and SMS USA.
The Board considered the strategic process that Corindus undertook, with the assistance
of its financial advisor at the Board’s direction, to evaluate its alternatives in connection with a potential strategic
collaboration. In October 2018, Corindus and its financial advisors engaged in a broad outreach to pursue a strategic collaboration
arrangement to fully realize the potential of a neurovascular solution for Corindus. As a result of this outreach, Corindus engaged
numerous with interested parties but ultimately Healthineers was the only party that submitted a written proposal to enter into
a strategic collaboration with Corindus. The Board considered numerous aspects of the process, including the fact that none of
the other companies identified in Citi’s outreach submitted a written strategic collaboration proposal to Corindus.

The Board considered
the extensive negotiations Corindus and its legal counsel had with Healthineers and SMS USA and their legal counsel, including
throughout the period of time from June 29, 2019, which was the day Healthineers first submitted a written indication of interest
with respect to a collaboration arrangement, to the date on which the merger agreement was executed on August 7, 2019. In this
regard the Board considered that Healthineers first expressed an interest in acquiring all of the outstanding capital stock of
Corindus and submitted a written indication of such on June 29, 2019 and increased its proposed price per share from $3.65 per
share to $4.05 per share and ultimately to $4.28 per share, which Healthineers indicated, and confirmed after further inquiry by
the Board, was the highest price per share that Healthineers was willing to pay for the Corindus common stock. The Board also considered
the extensive due diligence conducted by Healthineers over the course of several months and the negotiations between the parties,
and that the negotiations with Healthineers had resulted in the highest price reasonably available to Corindus under the circumstances.
The Board also considered that during the course of negotiations, Healthineers made several requests for exclusivity. The Board
was concerned that Healthineers would rescind its proposal if Corindus contacted any third parties in an attempt to generate competing
proposals and determined it was advisable to enter into exclusive arrangements with SMS USA given the Board’s belief that
negotiations with Healthineers had resulted in the highest price reasonably available to Corindus under the circumstances and the
provisions of the merger agreement permitted the emergence of a competing bid.

As a result of
factors such as the processes conducted by Corindus with the assistance of its financial advisor at the Board’s direction,
the Board believed that the merger was a superior alternative to the other potential strategic alternatives to Corindus, including
alternative stand-alone operating strategies and other potential strategic partnerships, in each case, considering the potential
stockholder value that might result from such alternatives, as well as the feasibility of such alternatives and the risks and uncertainties
associated with pursuing such alternatives. The Board noted that prior to engaging in discussions with respect to a merger, the
previously discussed strategic collaboration arrangement and the viability of a successful partnership were principal components
to Corindus’ long-term strategic plan. The Board considered, in this regard, the risk to Corindus if a strategic collaboration
transaction did not occur on a timely basis or at all.

Cash consideration.
The Board considered the fact that the merger consideration would be paid solely in cash, which, compared to non-cash consideration,
provides certainty of value and immediate liquidity to Corindus’ stockholders upon the consummation of the merger, in comparison
to the risks and uncertainty that would be inherent in remaining an independent public company or engaging in a transaction in
which all or a portion of the consideration is payable in stock. The Board weighed the certainty of realizing a compelling value
for shares of Corindus common stock by virtue of the merger against the uncertain prospect that the trading value for the Corindus
common stock would approach the merger consideration in the foreseeable future, as well as the risks and uncertainties associated
with Corindus’ business.

Anti-trust regulatory
approvals.
The Board considered that it believed that there would be limited antitrust impediments to the consummation of the
merger, and the Board considered SMS USA’s obligation under the merger agreement to use its reasonable best efforts to obtain
all necessary actions or non-actions, consents and approvals necessary in connection with the consummation of the transactions
contemplated by the merger agreement, subject to certain limitations specified in the merger agreement.

No Financing
Condition.
The Board considered that the merger is not subject to a financing condition, that SMS USA represented to Corindus
in the merger agreement that SMS USA or its direct parent, Healthineers, has available and will continue to have available through
the closing, unencumbered cash or cash equivalents, lines of credit or other sources of immediately available funds sufficient
to pay the aggregate merger consideration and to consummate the merger. The Board also considered that Healthineers delivered the
letter of support pursuant to which Healthineers agreed, guaranteed and committed to the complete payment and discharge of all
monetary obligations and liabilities of SMS USA to Corindus arising from the merger agreement (other than the indemnification obligations
owed to directors and officers of Corindus).

Fairness opinion.
The oral opinion rendered by Citi, which was confirmed by delivery of a written opinion, to the Board to the effect that, as
of August 7, 2019 and based on and subject to the assumptions made, procedures followed, matters considered and limitations and
qualifications on the review undertaken by Citi as set forth in Citi’s written opinion, the merger consideration to be received
in the proposed merger by the holders of Corindus common stock was fair, from a financial point of view, to such holders. For more
information, see the section entitled “The Merger – Opinion of Citigroup Global Markets Inc.” beginning on page 49
of this proxy statement.

Merger agreement.
The Board considered the terms and conditions of the merger agreement, including the structure of the transaction, the all-cash
form of the merger consideration, the limited conditions to closing, the customary nature of the representations, warranties, and
the covenants and agreements of the parties. The Board further considered the course and nature of negotiations with SMS USA, which
were conducted at arm’s length and during which the Board was advised by independent legal and financial advisors on a regular
basis. The Board took into account the terms of the merger agreement, including terms that the Board believed would permit other
potentially interested parties to submit a competing proposal, if they so desired, during the significant period between the announcement
of the execution of the merger agreement and the stockholder vote to approve the merger, including:

Corindus’ ability, under certain circumstances, to provide information to and conduct negotiations
with third parties, if the Board determines in good faith (after consultation with Corindus’ financial advisor and outside
legal counsel) that such third party has made a competing proposal that constitutes or could reasonably be expected to lead to
or result in a superior proposal;
Corindus’ ability, under certain circumstances, to terminate the merger agreement to enter
into a definitive agreement, subject to certain notice obligations and payment of the termination fee as described below, if the
Board determines that a competing proposal is a superior proposal;
the right of the Board to change its recommendation that the Corindus stockholders adopt the merger
agreement in connection with a superior proposal or an intervening event, subject to certain restrictions and the requirement that
Corindus pay SMS USA the applicable termination fee if the Board makes a change in recommendation and the merger agreement is terminated
as a result;
the absence of any right of SMS USA to match a third party superior proposal and the absence
                                                                                                         of any significant right of SMS USA to be afforded a “last look” in connection with a superior proposal, other
                                                                                                         than Corindus’ obligation to consider any revised proposal made by SMS USA prior to 11:59 p.m. on the second business
                                                                                                         day after Corindus notifies SMS USA that it intends to enter into a definitive agreement with respect to such superior
proposal and determination in good faith that such third party proposal continues to be superior; et

the Board’s belief that Corindus’ obligation to pay SMS USA a termination fee of $32.515
million, or approximately 2.95% of the aggregate equity value of the transaction, if the merger agreement is terminated under certain
circumstances, (i) is reasonable in light of the overall terms of the merger agreement and the benefits of the merger, (ii) is
comparable to termination fees in transactions of a similar size, and (iii) would not preclude another party from making a competing
proposal to acquire Corindus if they were interested in making such a proposal.

The Board also
considered other terms of the merger agreement, including the right of Corindus to seek an injunction, specific performance and
other equitable remedies if needed in order to prevent breaches of the merger agreement by SMS USA.

SMS USA’s
capabilities.
The Board considered that SMS USA is a creditworthy entity with substantial assets, and considered SMS USA’s
reputation in the imaging and medical device industry, its financial capacity to complete an acquisition of this size and its affiliates
prior track record of completing acquisitions, and the terms of the letter of support from Healthineers, which the Board believed
supported the conclusion that a transaction with SMS USA could be completed relatively quickly and in an orderly manner.

Board’s
independence and comprehensive review process.
The Board considered the fact that the Board consisted of a majority of independent
directors who approved the transaction following extensive discussions with Corindus’ management team, representatives of
financial advisers and outside legal counsel, and also took into consideration the financial expertise and prior industry experience
held by a number of directors.

Stockholders’
ability to reject the merger.
The Board considered the fact that the merger is subject to approval by the holders of a majority
of voting power Corindus capital stock, and that stockholders would be able to reject the merger.

Appraisal rights.
The Board considered the fact that stockholders who do not vote for the adoption of the merger agreement and who follow certain
prescribed procedures will have the right to dissent from the merger and demand appraisal of the fair value of their shares under
the DGCL.

Other Factors Considered by the Board.

In the course of
reaching its decision, the Board also considered and balanced against the potential benefits of the merger a number of potentially
adverse factors concerning the merger, including the following:

No further stockholder
participation in future gains.
The Board considered the fact that Corindus would no longer exist as an independent public company
following the merger and that Corindus stockholders would forgo any future increase in Corindus’ value following the merger
that might result from Corindus’ earnings or possible growth as an independent company. The Board concluded that there were
a number of significant risks associated with remaining an independent company (including as described in more detail herein) that
in many cases were difficult to quantify and that the premium reflected in the merger consideration constituted fair compensation
for the loss of the potential stockholder benefits that could reasonably be expected to be realized by Corindus’ strategic
plan, particularly on a risk-adjusted basis.

Regulatory risk.
The Board considered the risk that necessary regulatory approvals may be delayed, conditioned or denied, and the risk that
the applicable governmental agencies may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approvals.

Risks associated
with announcement and pendency of the merger.
The Board considered the risk that the announcement and pendency of the merger
may cause substantial harm to relationships with Corindus’ employees, vendors, distributors, sales representatives, customers
or strategic partners or may divert management and employee attention away from the day-to-day operation of Corindus’ business.
The Board also considered Corindus’ ability to attract and retain key personnel while the proposed transaction is pending
and the potential adverse effects on Corindus’ financial results as a result of that disruption, as well as the possibility
of any suit, action or proceeding in respect of the merger agreement or the transactions contemplated thereby.

Risks associated
with a failure to consummate the merger.
The Board considered the fact that there can be no assurance that all conditions to
the parties’ obligations to consummate the merger will be satisfied, and as a result there can be no assurance that the merger
will be completed, even if the merger is approved by Corindus’ stockholders. The Board noted the fact that, if the merger
is not completed, (i) Corindus will have incurred significant risk, transaction expenses and opportunity costs, including the possibility
of disruption to Corindus’ operations, diversion of management and employee attention, employee attrition and a potentially
negative effect on Corindus’ business and customer relationships, (ii) depending on the circumstances that caused the merger
not to be completed, the price of the Corindus common stock could decline, potentially significantly, and (iii) the market’s
perception of Corindus’ prospects could be adversely affected.

Restrictions
on the operation of Corindus’ business.
The Board considered the restrictions on the conduct of Corindus’ business
prior to the completion of the merger, which could delay or prevent Corindus from realizing certain business opportunities or taking
certain actions with respect to its operations that it might otherwise take absent the pending merger.

Inability to
solicit acquisition proposals.
The Board considered the fact that the merger agreement precludes Corindus from actively soliciting
alternative proposals. The Board further considered the possibility that the termination fee payable to SMS USA if the merger agreement
is terminated under certain circumstances might have the effect of discouraging alternative acquisition proposals or reducing the
price of such proposals. However, the Board also considered that the structure of the transaction as a merger would result in detailed
public disclosure and substantial time prior to consummation of the merger during which an unsolicited superior proposal could
be submitted. In addition, the Board considered the “fiduciary out” provisions of the merger agreement, which, subject
to the terms and conditions thereof, permit Corindus to furnish information to and conduct negotiations with third parties that
make unsolicited acquisition proposals, and permit the Board to change its recommendation to Corindus stockholders regarding the
merger agreement and to terminate the merger agreement in order to enter into a definitive agreement with respect to a superior
proposal, subject to payment of a termination fee to SMS USA.

Absence of a
competitive bid process with respect to a merger proposal.
The Board considered the fact that it decided not to engage in a
competitive bid process with respect to the merger, which decision by the Board was informed by (i) the price and premium valuation
proposed by SMS USA, (ii) the fact that the Board was concerned that SMS USA would rescind its proposal if Corindus attempted to
generate competing proposals, (iii) the Board’s concern regarding increased risk of leaks if Corindus contacted third parties
regarding a potential transaction, (iv) the limited likelihood (based in part on the strategic collaboration process) that another
strategic buyer would be interested in pursuing a strategic transaction with Corindus at this time and the fact that it was unlikely
that a financial buyer would be interested in making a fully-financed, non-contingent offer to acquire Corindus at a price per
share greater than $4.28 (particularly in light of the substantial investments that would be required to execute on Corindus’
strategic plan), and (v) the fact that, because the transaction is structured as a merger, potentially interested parties could
submit a superior proposal during the significant period of time between the announcement of the execution of the merger agreement
and the stockholder vote to approve the merger.

Tax treatment.
The Board considered the fact that an all cash transaction would be taxable to Corindus’ stockholders that are U.S. holders
for U.S. federal income tax purposes.

Limited remedies.
The Board considered the fact that if it believed SMS USA breached the merger agreement and Corindus was unable to obtain specific
performance to compel SMS USA to perform its obligations under the merger agreement, then Corindus’ only remedy is the right,
in certain circumstances, to terminate the merger agreement and seek monetary damages.

Transaction
costs.
The Board considered the fact that Corindus has incurred and will continue to incur significant transaction costs and
expenses in connection with the merger, regardless of whether the merger is consummated.

Potential differing
interests of directors and officers.
The Board considered that, aside from their interests as Corindus stockholders, Corindus’
directors and executive officers have interests in the merger that are different from, or in addition to, the interests of other
Corindus stockholders generally. See “The Merger – Interests of Corindus’ Executive Officers and Directors in the Merger”
beginning on page 57 of this proxy statement.

While the Board
considered potentially positive and potentially negative factors, the Board concluded that, overall, the potentially positive factors
outweighed the potentially negative factors. Accordingly, the Board determined that the merger agreement and the merger are advisable
and fair to, and in the best interest of, Corindus and its stockholders.

The foregoing discussion
is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the merger,
but includes the material positive factors and material negative factors considered by the Board in that regard. In view of the
number and variety of factors and the amount of information considered, the Board did not find it practicable to, and did not make
specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination.
In addition, individual members of the Board may have given different weights to different factors. Based on the totality of the
information presented, the Board collectively reached the decision to approve and declare advisable the merger agreement and the
merger in light of the factors described above and other factors that the members of the Board felt were appropriate.

Portions of this
explanation of Corindus’ reasons for the merger and other information presented in this section are forward-looking in nature
and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements”
beginning on page 23 of this proxy statement.

Opinion
of Citigroup Global Markets Inc.

Corindus retained
Citi as its exclusive financial advisor in connection with a possible transaction involving the Company. In connection with Citi’s
engagement, Corindus requested that Citi evaluate the fairness, from a financial point of view, of the merger consideration to
be received in the proposed merger by holders of shares of Corindus common stock pursuant to the terms and subject to the conditions
set forth in the merger agreement. On August 7, 2019, at a meeting of the Board held to evaluate the proposed merger and at which
the merger agreement was approved, Citi rendered to the Board an oral opinion, confirmed by delivery of a written opinion, dated
August 7, 2019, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed,
matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the
merger consideration to be received in the proposed merger by holders of Corindus common stock pursuant to the merger agreement
was fair, from a financial point of view, to such holders.

The full
text of Citi’s written opinion, dated August 7, 2019, to the Board, which sets forth, among other things, the
assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi
in rendering its opinion, is attached to this proxy statement as Annex B and is incorporated herein
by reference in its entirety. The summary of Citi’s opinion set forth below is qualified in its entirety by reference
to the full text of Citi’s opinion. Citi’s opinion was rendered to the Board (in its capacity as such) in
connection with its evaluation of the proposed merger and was limited to the fairness, from a financial point of view, as of
the date of the opinion, to the holders of Corindus common stock of their merger consideration. Citi’s opinion did not
address any other aspects or implications of the proposed merger or the merger agreement. Citi’s opinion is not
intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on
any matters relating to the proposed merger or otherwise.

In arriving at its
opinion, Citi:

reviewed an execution version of the merger agreement, provided to Citi on August 7, 2019;
held discussions with certain senior officers, directors and other representatives and advisors of Corindus and certain senior officers and other representatives and advisors of SMS USA concerning the business, operations and prospects of Corindus;
examined certain publicly available business and financial information relating to Corindus as well as certain financial forecasts and other information and data relating to Corindus which were provided to or discussed with Citi by the management of Corindus;
reviewed the financial terms of the proposed merger as set forth in the merger agreement in relation to, among other things, current and historical market prices and trading volumes of Corindus common stock, the historical and projected earnings and other operating data of Corindus, and the capitalization and financial condition of Corindus;

considered, to the extent publicly available, the financial terms of certain other transactions which Citi considered relevant in evaluating the proposed merger;
analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citi considered relevant in evaluating those of Corindus;
in connection with Citi’s engagement and at the direction of Corindus, was requested to approach and held discussions with, selected third parties to solicit indications of interest in a possible development and commercialization partnership or collaborative venture with, and/or possible minority equity investment in, Corindus; et
conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed appropriate in arriving at its opinion.

The issuance of
Citi’s opinion was authorized by Citi’s fairness opinion committee.

In rendering its
opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other
information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances
of the management of Corindus that they were not aware of any relevant information that was omitted or that remained undisclosed
to Citi. With respect to forecasts and other information and data relating to Corindus provided to or otherwise reviewed by or
discussed with Citi, Citi was advised by the management of Corindus and Citi assumed, with the consent of the Board, that such
forecasts and other information and data were reasonably prepared on bases reflecting the best then currently available estimates
and judgments of the management of Corindus as to, and were a reasonable basis upon which to evaluate, the future financial performance
of Corindus and assumed, with the consent of the Board, that the financial results reflected in such forecasts would be realized
in the amounts and at the times projected. Citi expressed no view or opinion as to any financial forecasts or other information
or data (or underlying assumptions on which any such financial forecasts and other information or data were based) provided to
or otherwise reviewed by or discussed with Citi.

Citi assumed, with
the Board, that the proposed merger will be consummated in accordance with its terms, without waiver, modification or amendment
of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals,
consents and releases for the proposed merger, no delay, limitation, restriction or condition would be imposed that would have
an adverse effect on Corindus or the merger that would be in any way meaningful to Citi’s analysis. Representatives of Corindus
advised Citi, and Citi further assumed, that the final terms of the merger agreement would not vary in any material respect from
those set forth in the execution version reviewed by Citi. Citi did not make and was not provided with an independent evaluation
or appraisal of the assets or liabilities (contingent or otherwise) of Corindus nor did Citi make any physical inspection of the
properties or assets of Corindus. Citi was not requested to, and Citi did not, solicit third party indications of interest in the
possible acquisition of all of Corindus, nor was Citi requested to consider, and Citi’s opinion did not address the underlying
business decision of Corindus to effect the merger, the relative merits of the proposed merger as compared to any alternative business
strategies that may have existed for Corindus or the effect of any other transaction in which Corindus might have engaged. Citi
also expressed no view as to, and Citi’s opinion did not address, the fairness (financial or otherwise) of the consideration
to be received by the holders of the Corindus preferred stock pursuant to the merger agreement or of the amount or nature or any
other aspect of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons,
relative to the merger consideration. Citi’s opinion was necessarily based upon information available to Citi, and financial,
stock market and other conditions and circumstances existing, as of the date of its opinion. Although subsequent developments may
affect Citi’s opinion, Citi has no obligation to update, revise or reaffirm its opinion.

In preparing its
opinion, Citi performed a variety of financial and comparative analyses, including those described below. The preparation of a
financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods
of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion
is not readily susceptible to partial analysis or summary description. Citi arrived at its opinion based on the results of all
analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to
any one factor or method of analysis for purposes of its opinion.

The estimates used
by Citi for purposes of its analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative
of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested
by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to
reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and
the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was not requested
to, and it did not, recommend or determine the specific consideration payable in the merger. The type and amount of consideration
payable in the proposed merger was determined through negotiations between Corindus and SMS USA and Corindus’ decision to
enter into the merger agreement was solely that of the Board. Citi’s opinion was only one of many factors considered by the
Board in its evaluation of the merger and should not be viewed as determinative of the views of the Board or the management of
Corindus with respect to the proposed merger, merger consideration or any other aspect of the transactions contemplated by the
merger agreement.

Financial Analyses

The following is
a summary of the material financial analyses prepared and reviewed with the Board in connection with Citi’s opinion, dated
August 7, 2019, to the Board. The summary set forth below does not purport to be a complete description of the financial
analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the
relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information
presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text
of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in
the tables below without considering the full narrative description of the financial analyses, including the methodologies and
assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future
results may be different from those described and such differences may be material.
Financial data utilized for Corindus
in the financial analyses described below, to the extent based on internal financial forecasts and estimates of management, were
based on certain financial forecasts and other information and data relating to Corindus provided to or discussed with Citi and
approved for Citi’s use by the management of Corindus and as further summarized in the section entitled “The Merger
– Financial Projections” beginning on page 55, and which are referred to collectively as the Financial Projections.
The Financial Projections reflected a potential third party development and commercialization partnership between Corindus and
a third party, beginning January 1, 2020, in connection with which the third party was assumed to have made a $90 million investment
in Corindus in exchange for 30 million newly-issued shares of Corindus common stock. The approximate implied equity value per share
reference ranges reflected in the summaries of the financial analyses described below were calculated giving effect to this assumed
third-party investment (the “Assumed Cash Investment”) and assumed new share issuance (the “Assumed Share Issuance”).
In addition, the approximate implied equity value per share ranges reflected in the summaries of the financial analyses described
below were rounded to the nearest $0.05, except the 52–Week Trading Range. Approximate implied firm values reference ranges
reflected in the summaries of the financial analyses described below were rounded to nearest $5 million.

Selected Companies Analysis

Citi reviewed certain
financial information and public market multiples for the following publicly traded corporations in the medical technology industry.

Merit Medical Systems, Inc.
iRhythm Technologies Inc.
Cardiovascular Systems, Inc.

Although none of
the selected companies listed above is directly comparable to Corindus, the companies included were chosen because they have operations
that, for purposes of Citi’s analysis and based on its experience and professional judgment, may be considered similar to
certain operations of Corindus based on business sector participation, operational characteristics and financial metrics. The quantitative
information used in this analysis, to the extent that it is based on market data, was based on market data as of August 6, 2019.

Citi calculated
and reviewed, among other information, firm values for the selected companies (calculated as the market value of the relevant company’s
common stock on a diluted basis, plus debt (treating financing leases as debt), minority interest and preferred equity, less cash
and cash equivalents and other relevant adjustments for the particular company) as a multiple of calendar years 2020 and 2021 estimated
revenues.

The median multiples
of firm value to calendar years 2020 and 2021 estimated revenues calculated by Citi for the selected companies were as follows:

Firm Value / Revenue
2020E 2021E
Selected Companies – Median 4.9x 5.0x

Financial data
for the selected companies were based on FactSet data and publicly available Wall Street research analysts’ estimates and
other publicly available information and calendarized when necessary.

Based on its professional
judgment and experience, and taking into consideration the observed multiples for the selected companies, Citi identified illustrative
ranges of multiples of firm value to calendar years 2020 and 2021 estimated revenue of 4.9x to 11.8x and 5.0x to 9.8x, respectively.
Citi then multiplied these illustrative ranges of multiples by the estimated revenue for Corindus for calendar years 2020 and 2021,
respectively, as reflected in the Financial Projections to derive implied firm value reference ranges for Corindus of $395 million
to $940 million and $635 million to $1,235 million, respectively. By adding to these implied firm value reference ranges for Corindus
an assumed net cash position for Corindus of $107 million as of June 30, 2019 (calculated by adding the Assumed Cash Investment
of $90 million to Corindus’ net cash position of $17 million as of June 30, 2019) and dividing the result by the diluted
share count of Corindus, calculated using the treasury stock method, based on equity information as of August 5, 2019 as provided
by Corindus management and taking into account the Assumed Share Issuance, Citi derived implied per share equity value reference
ranges for the Corindus common stock of $1.85 to $3.65 and $2.65 to $4.65, respectively. Citi compared these implied per share
equity value reference ranges to the merger consideration of $4.28 per share of Corindus common stock.

Selected Transactions
Analysis

Citi analyzed certain
publicly available information relating to the selected transactions listed below in the medical technology industry since September
2013.

Date Announced

Target

Acquiror

2/13/2019 Auris Health, Inc. Johnson & Johnson
9/20/2018 Mazor Robotics Medtronic plc
9/6/2018 Augmenix, Inc. Boston Scientific Corporation
8/30/2018 K2M Group Holdings, Inc. Stryker Corporation
12/7/2017 Entellus Medical Inc. Stryker Corporation
9/5/2017 Neotract, Inc. Teleflex Incorporated
8/7/2017 NxStage Medical, Inc. Fresenius Medical Care AG & Co.
6/28/2017 Spectranetics Corporation Koninklijke Philips NV
6/19/2017 Novadaq Technologies Inc. Stryker Corporation
2/15/2017 Codman Neurosurgery Integra LifeSciences Holdings Corp.
2/14/2017 Cynosure, Inc. Hologic, Inc.
2/13/2017 ZELTIQ Aesthetics, Inc. Allergan plc
12/2/2016 Vascular Solutions, Inc. Teleflex Incorporated
6/7/2016 LDR Holding Corporation Zimmer Biomet Holdings, Inc.
2/16/2016 Physio-Control International, Inc. Stryker Corporation
7/22/2015 Thoratec Corporation St. Jude Medical, Inc.
3/2/2015 AMS (Mens Health & Prostate Business) Boston Scientific Corporation
12/8/2013 Given Imaging Ltd. Covidien plc
9/25/2013 Mako Surgical Corp. Stryker Corporation

Although none of
the target companies involved in the selected transactions is directly comparable to Corindus, these transactions were selected,
among other reasons and based on Citi’s experience and professional judgment, because the target companies involved in these
transactions share similar business characteristics to Corindus based on business sector participation, operational characteristics
and financial metrics.

For each of the
selected transactions, Citi calculated and compared firm value of the target company (calculated as the implied value of the applicable
target company’s common stock on a diluted basis based on the consideration paid in the applicable transaction, plus debt,
minority interest and preferred equity, less cash and cash equivalents and other relevant adjustments for the particular target
company, as of the end of last fiscal quarter of the target company prior to the announcement of the applicable transaction) as
a multiple of the target company’s revenue for the last 12 months (“LTM”), as most recently disclosed at the
time of the announcement of the transaction (“FV/LTM Revenue Multiple”) and as a multiple of the target company’s
estimated revenue for the next 12 months (“NTM”) based on publicly available Wall Street research analysts’ estimates
(“FV/NTM Revenue Multiple”). The median FV/LTM Revenue Multiple and the median FV/NTM Revenue Multiple calculated by
Citi for the selected transactions were as follows:

FV / Revenue
LTM NTM
Selected Transactions – Median 6.5x 5.9x

Based on its professional
judgment and experience, and taking into consideration the observed multiples for the selected transactions listed above, Citi
identified an illustrative range for FV/LTM Revenue Multiples of 6.5x to 23.4x and an illustrative range for FV/NTM Revenue Multiples
of 5.9x to 20.6x. Citi then multiplied these illustrative ranges of multiples by Corindus’ revenue for the 12 months ended
June 30, 2019 as reflected in Corindus’ public filings and by Corindus estimated revenue for 2020 as reflected in the Financial
Projections, respectively, to derive implied firm value reference ranges for Corindus of $100 million to $355 million and $470
million to $1,640 million, respectively.

By adding to the
FV/LTM Revenue Multiples implied firm value reference range for Corindus an assumed net cash position for Corindus of $17 million
as of June 30, 2019, and by adding to the FV/NTM Revenue Multiples implied firm value reference range for Corindus an assumed net
cash position for Corindus of $107 million as of June 30, 2019 (calculated by adding the Assumed Cash Investment of $90 million
to Corindus’ net cash position of $17 million as of June 30, 2019), and dividing the result by the diluted share count of
Corindus, calculated using the treasury stock method, based on equity information as of August 5, 2019 provided by Corindus
management and taking into account the Assumed Share Issuance for the FV/NTM Revenue Multiples implied equity value range only,
Citi derived implied per share equity value reference ranges for the Corindus common stock of $0.50 to $1.55 and $2.10 to $6.00,
respectively. Citi compared these implied per share equity value reference ranges to the merger consideration of $4.28 per share
of Corindus common stock.

Discounted
Cash Flow Analysis

Citi
conducted a discounted cash flow analysis for Corindus, which is an analysis designed to estimate an implied value of a company
by calculating the present value of the estimated future unlevered after-tax free cash flows of that company over a projection
period and a terminal value for that company at the end of the projection period.

Citi conducted
this analysis for Corindus using estimates of the unlevered free cash flows that Corindus is expected to generate during the period
from July 1, 2019 through December 31, 2024, that were calculated by Citi based upon the Financial Projections by taking net operating
profit after tax, adding depreciation and amortization, adjusting for changes in net working capital, subtracting capital expenditures
and treating stock-based compensation as a cash expense. Citi also calculated a range of terminal values for Corindus by applying
perpetuity growth rates ranging from 5.0% to 6.0% to a terminal year estimate of unlevered free cash flow. The unlevered free cash
flows of the period from July 1, 2019 through December 31, 2024 and the range of terminal values were then discounted to present
values, as of June 30, 2019, using mid-period discounting convention and discount rates ranging from 10.9% to 13.0%, to derive
an implied firm value reference range for Corindus of $795 million to $1,425 million. The discount rate range of 10.9% to 13.0%
was chosen by Citi based upon an analysis of the weighted average cost of capital of Corindus.

By adding to the
implied firm value reference ranges for Corindus an assumed net cash position for Corindus of $107 million as of June 30, 2019
(calculated by adding the Assumed Cash Investment of $90 million to Corindus’ net cash position of $17 million as of June
30, 2019) and the present value, as of June 30, 2019, of the benefits estimated to be realized from Corindus’ net operating
losses based on the Financial Projections (derived applying a discount rate of 11.9%) and dividing the result by diluted share
counts of Corindus calculated using the treasury stock method, based on equity information as of August 5, 2019 as provided by
Corindus management and taking into account the Assumed Share Issuance, Citi derived an implied per share equity value reference
range for the Corindus common stock of $3.30 to $5.45. Citi compared these ranges to the merger consideration of $4.28 per share
of Corindus common stock.

Other Information

Citi noted that
the 52-week trading range, equity research analyst price targets and implied premia analyses below with respect to Corindus are
not valuation methodologies and were presented for reference only.

52–Week
Trading Range

Citi reviewed the
historical intra-day share prices of Corindus common stock for the 52-week period ended August 6, 2019. Citi noted that the low
and high closing share prices during this period were $0.78 and $3.49 per share of Corindus common stock, respectively.

Equity Research
Analyst Price Targets

Citi reviewed the
most recent publicly available research analysts’ one-year forward price targets for the Corindus common stock prepared and
published by selected research analysts. Citi noted that as of August 6, 2019 such price targets ranged from $2.00 to $4.00. Citi
also noted that this range of price targets, discounted one year at a 11.6% cost of equity, was $1.80 to $3.60.

Implied Premia
Paid

Citi calculated,
using publicly available information, the 25des milliers percentile, median and 75des milliers percentile one-day unaffected
stock price premia paid for selected transactions in the medical technology industry occurring since 2014 that Citi deemed appropriate
in its professional judgment. The analysis indicated a relevant range of one-day unaffected stock premia of 20% to 54%. Citi then
calculated, based on this range of premia, an illustrative range of prices per share of Corindus common stock of $3.05 to $3.90.

Miscellaneous

Corindus has agreed
to pay Citi for its services in connection with the merger an aggregate fee of approximately $23.6 million, $3 million of which
became payable upon delivery of Citi’s opinion to the Board, and the remainder of which is payable contingent upon the consummation
of the proposed merger. In addition, Corindus agreed to reimburse Citi for expenses incurred by Citi in performing its services,
and to indemnify Citi and related parties against certain liabilities, including liabilities under federal securities laws, arising
out of Citi’s engagement.

As the Board also
was aware, Citi and its affiliates in the past have provided and in the future may provide certain investment banking, commercial
banking and other financial services to Siemens AG, the majority shareholder of Healthineers, and affiliates of Siemens AG unrelated
to the proposed merger, for which services Citi and its affiliates have received and expect to receive compensation, including,
during the two-year period prior to the date of Citi’s opinion, having acted or acting as joint bookrunner in connection
with the initial public offering of Healthineers by Siemens AG; and as lead arranger, administrative agent and/or bookrunner in
connection with certain investment grade loans and investment grade bond issuances of Siemens AG. For the services described above
for Corindus, Citi and its affiliates received during the two-year period prior to the date of Citi’s opinion aggregate
fees of approximately $12 million. In the ordinary course of Citi’s business, Citi and its affiliates may actively trade
or hold the securities of Corindus, Healthineers, Siemens AG and their respective affiliates for its own account or for the account
of its customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its
affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Corindus, Healthineers, Siemens AG and
their respective affiliates.

Corindus selected
Citi as a financial advisor in connection with the merger based on Citi’s reputation, experience and familiarity with Corindus
and its business. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses
and their securities in connection with mergers and acquisitions and other purposes.

Financial
Projections

Corindus management
maintains longer range financial projections for internal budgeting and planning purposes, which Corindus management reviews with
the Board from time to time. However, Corindus does not in the ordinary course make public projections as to future performance,
earnings or other results and is especially cautious of making financial forecasts for extended periods because of the unpredictability
of the underlying assumptions and estimates. However, in connection with the Board’s evaluation of the proposed merger, our
management prepared certain, unaudited, stand-alone, financial forecasts regarding our anticipated future operations, for fiscal
years 2019 through 2024 which we refer to as “Financial Projections,” described below.

Our management
provided the Financial Projections to the Board for their review in connection with the Board’s evaluation of the proposed
merger, and to Citi, our financial advisor in connection with the proposed merger. Our management also provided the Financial Projections
to SMS USA. The Company advised the recipients of the Financial Projections that its internal financial forecasts upon which the
Financial Projections were based are subjective in many respects. The Financial Projections reflected numerous assumptions with
respect to company performance, industry performance, general business, economic, market and financial conditions, competitive
and regulatory conditions, and other matters, many of which are difficult or impossible to predict accurately, are subject to significant
economic, regulatory and competitive uncertainties and are beyond the Company’s control. The Financial Projections also reflect
assumptions as to certain business decisions that are subject to change. As a result, there could be no assurance that the Financial
Projections will be realized or that actual results will not be significantly higher or lower than projected.

The Financial Projections
were developed for internal use and for use by our financial advisor with respect to their due diligence investigation of the Company,
and were not prepared with a view toward public disclosure and do not necessarily comply with published guidelines of the SEC,
the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial
forecasts or U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). Our independent registered public accounting
firm has not audited, reviewed, compiled or performed any procedures with respect to the Financial Projections, and does not express
an opinion or any form of assurance related thereto. Such non-U.S. GAAP financial measures should not be considered in isolation
from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and such non- U.S. GAAP financial measures
as used by Corindus may not be comparable to similarly titled amounts used by other companies. The Financial Projections and summaries
of the Financial Projections are not being included in this proxy statement to influence any Corindus stockholder’s decision
whether to vote for the merger, but are being included because they were made available to the Board and our financial advisor
for their respective evaluation of the proposed merger. The Financial Projections are not intended to be considered as public guidance
of our financial performance or to be an assurance of the achievement of future results.

The Financial Projections,
while presented with numerical specificity, necessarily were based on numerous estimates, variables and assumptions that are inherently
uncertain and many of which are beyond our control. Because the Financial Projections cover multiple years, by their nature, they
become subject to greater uncertainty with each successive year. Furthermore, the Financial Projections do not take into account
any circumstances or events occurring after the date they were prepared, including the announcement of the potential acquisition
of Corindus by SMS USA pursuant to the merger agreement or our compliance with our covenants under the merger agreement. C'est important
factors that may affect actual results and result in the Financial Projections not being achieved include, but are not limited
to, the risk factors described in our annual report on Form 10-K for the fiscal year ended December 31, 2018, subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K. In addition, the Financial Projections may be affected by our ability to
achieve strategic goals, objectives and targets over the applicable period.

The Financial Projections
are forward-looking statements. Financial Projections of this type are based on estimates and assumptions that are inherently subject
to factors such as company performance, industry performance, general business, economic, regulatory, market and financial conditions,
as well as changes to the business, financial condition or results of operations of the Company, including the factors described
in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23 of
this proxy statement. Such factors may cause the Financial Projections or the underlying assumptions to be inaccurate.

Accordingly, there
can be no assurance that the Financial Projections will be realized, and actual results may vary materially from those shown.
inclusion of the Financial Projections in this proxy statement should not be regarded as an indication that we or any of our affiliates,
advisors, including Citi, or representatives considered or consider the Financial Projections to be predictive of actual future
events, and they should not be relied upon as such. Neither we nor any of our affiliates, advisors, officers, directors or representatives
can give any assurance that actual results will not differ from the Financial Projections and none of them undertakes any obligation
to update or otherwise revise or reconcile the Financial Projections to reflect circumstances existing after the respective dates
on which they were prepared or to reflect the occurrence of future events even in the event that any or all of the assumptions
underlying the Financial Projections are shown to be in error. We do not intend to make publicly available any update or other
revision to the Financial Projections, except as otherwise required by law.

The following table
sets forth a summary of the Financial Projections and certain historical financial information for comparison purposes:

Historical
(in millions)

Projected(1)
(in millions)

Line Item

2016

2017

2018

2019

2020

2021

2022

2023

2024

Revenue $3 $10 $11 $20 $80 $126 $244 $360 $450
Gross Profit / (Loss) ($2) $0 $2 $9 $48 $79 $168 $252 $328
Operating Income / (Loss) ($32) ($34) ($34) ($38) ($23) ($12) $29 $90 $142

(1) Assumes
commercial partnership beginning January 1, 2020.

Readers of this
proxy statement are cautioned not to place undue reliance on the specific portions of the Financial Projections set forth above.
Neither we nor any of our affiliates, advisors, officers, directors or representatives has made or makes any representation to
any Corindus stockholder or other person regarding our ultimate performance compared to the information contained in the Financial
Projections or that the Financial Projections will be achieved, or otherwise regarding the information included in the Financial
Projections. We have made no representation to SMS USA in the merger agreement or otherwise concerning the accuracy or reliability
of the Financial Projections.

Interests
of Corindus’ Executive Officers and Directors in the Merger

When considering
the recommendation of the Board that you vote to approve the merger proposal, you should be aware that, aside from their interests
as Corindus stockholders, Corindus’ directors and executive officers have interests in the merger that are different from,
or in addition to, the interests of Corindus stockholders generally. This includes, for instance, payments that our directors and
executive officers are entitled to receive in respect of Corindus stock options and restricted stock units, severance payments
and benefits that our executive officers may become entitled to receive in connection with certain terminations, and, in the case
of Mark J. Toland, a one-time transaction bonus, each as described more fully below.

With regard to
our directors serving on the Board (other than Mark J. Toland, whose interest is as an executive officer), these interests relate
to the impact of the transaction on the directors’ outstanding equity awards (which consist of restricted stock units and
stock options) and the provision of indemnification and insurance arrangements pursuant to the merger agreement and Corindus’
certificate of incorporation and bylaws, which reflect that such directors may be subject to claims arising from their service
on the Board.

With regard to
our executive officers, these interests include coverage under indemnification and insurance arrangements, and the possible receipt
of the following types of payments and benefits that may be triggered by or otherwise relate to the merger, assuming the merger
occurred on October 29, 2019 and, where applicable, the executive officers’ employment was terminated by us without “cause”
or, if applicable, by the executive officer for “good reason” (each as defined below) on October 29, 2019:

approximately $51.4 million to cash out the executive officers’ outstanding stock options,
including accelerated vesting of approximately $10.3 million pursuant to the terms of the merger agreement;
possible cash severance payments and other termination benefits under the executive officers’
employment agreements, in a maximum aggregate amount of approximately $1.4 million for all executive officers;
a one-time, lump-sum cash transaction bonus of $2.5 million for Mark J. Toland; et
the provision of indemnification and insurance arrangements pursuant to the merger agreement and
Corindus’ certificate of incorporation and bylaws.

Gydymas
of Director and Executive Officer Common Stock and Preferred Stock

Corindus’
directors and executive officers will receive the same merger consideration as other stockholders of (i) common stock consideration
for each share of Corindus common stock that they own at the effective time and (ii) the preferred stock consideration for each
share of Corindus preferred stock that they own.

For information
regarding beneficial ownership of Corindus common stock and Corindus preferred stock by each of Corindus’ current directors,
Corindus’ named executive officers and all directors and executive officers as a group, see the section entitled “Security
Ownership of Certain Beneficial Owners and Management” beginning on page 93 of this proxy statement.

Gydymas
of Director and Executive Officer Equity Awards

As described under
“The Merger Agreement – Treatment of Corindus Equity Awards” beginning on page 70 of this proxy statement, the
merger agreement provides that each option to purchase shares of Corindus common stock and each Corindus restricted stock unit
award will be treated as set forth below. Only our non-employee directors, but not our executive officers, hold restricted stock
units.

Gydymas
of Stock Options

Each option to
purchase shares of Corindus common stock that is outstanding and unexercised immediately prior to the effective time, whether vested
or unvested, will be cancelled and converted into the right to receive a cash payment (without interest) equal to the product of
(A) the excess, if any, of the common stock consideration over the per share exercise price of such option, and (B) the number
of shares of Corindus common stock subject to such option as of the effective time, net of any applicable withholding taxes required
to be withheld by applicable law. Options with a per share exercise price equal to or exceeding the common stock consideration
will be cancelled without payment.

Gydymas
of Restricted Stock Unit Awards

Each Corindus restricted
stock unit award that is outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled and
converted into the right to receive a cash payment (without interest) equal to the product of (A) the common stock consideration
and (B) the number of shares of Corindus common stock underlying the award as of the effective time, net of any applicable withholding
taxes required to be withheld by applicable law.

The table below
shows the outstanding options (both vested and unvested) held by our executive officers assuming that the merger closes on October
29, 2019 and, for illustrative purposes, the value our executive officers would receive in respect of these outstanding options
in connection with the merger (assuming that no additional stock options were granted to any such executive officer after the date
of this proxy statement and prior to the merger closing, and that no executive officer exercised any stock options within such
period).

Executive Officer Vested Corindus Options
(#)
Unvested Corindus Options
(#)
Value of Vested Corindus Options
($)
Value of Unvested Corindus Options
($)
Total Value of Corindus Options (Vested and Unvested)
($)
Mark J. Toland
President and Chief Executive Officer
11,320,792 2,187,919 35,357,826 7,089,843 42,447,669
David W. Long
Senior Vice President and Chief Financial Officer
1,061,010 234,811 3,767,076 729,498 4,496,574
Douglas Teany
Chief Operating Officer
616,127 758,873 2,028,490 2,466,860 4,495,350
Total 12,997,929 3,181,603 41,153,392 10,286,200 51,439,593

The table below
shows the outstanding options (both vested and unvested) and restricted stock units held by our directors assuming that the merger
closes on October 29, 2019 and, for illustrative purposes, the value our directors would receive in respect of these outstanding
options and restricted stock units in connection with the merger (assuming that no additional equity awards were granted to any
such director after the date of this proxy statement and prior to the merger closing, and that no director exercised any stock
options within such period).

Director Vested Corindus Options
(#)
Unvested Corindus Options
(#)
Corindus Restricted
Stock Units
(#)
Value of Vested Corindus Options
($)
Value of Unvested Corindus Options
($)
Value of Corindus Restricted Stock Units
($)
Total Value of Corindus Options (Vested and Unvested) and Restricted Stock Units
($)
Jeffrey C. Lightcap, Chairman
Douglas L. Braunstein 20,737 88,754 88,754
Louis A. Cannon, M.D. 23,650 8,712 20,737 62,273 23,482 88,754 174,510
Jeffrey G. Gold 326,665 4,471 20,737 903,069 11,625 88,754 1,003,448
Nathan R. Harrington 13,386 4,471 20,737 34,804 11,625 88,754 135,183
Campbell Rogers, M.D. 139,180 4,471 20,737 343,203 11,625 88,754 443,582
James Tobin 20,737 88,754 88,754
Total 502,881 22,125 124,422 1,343,348 58,356 532,526 1,934,231

Change
in Control Severance Payments and Other Benefits

Each executive
officer (other than Mr. Teany) will receive certain severance payments and other benefits if terminated upon or following the merger.
The below payment estimates quantify such benefits, assuming that a merger occurs on October 29, 2019 and depicting a payment scenario
in 2019. The amounts quantified below are generally due only upon a qualifying termination of employment, as described in further
detail below under “The Merger – Interests of Corindus’ Executive Officers and Directors in the Merger – Employment
Agreements.”

Executive Officer

Severance Payments and Benefits
($)

Mark J. Toland
President and Chief Executive Officer
816,500
David W. Long
Senior Vice President and Chief Financial Officer
539,948
Douglas Teany
Chief Operating Officer
Total 1,356,448

Employment Agreements

Corindus has employment
agreements with each of its named executive officers that provide for, among other things, severance payments and other benefits
in cases of certain employment termination scenarios, including certain terminations in connection with a “change in control”
(which the merger will constitute). Under the employment agreements, except in the case of Mr. Teany, if (i) the executive’s
employment is terminated by us without “cause,” as described below or (ii) the executive resigns for “good reason,”
as described below, in each case within 12 months following a “change in control” (which the merger will constitute),
then Corindus will pay or provide the executive officers (subject to execution of a release of claims):

Continued payments of the executive officer’s base salary for a period of 12 months;
Payment of the monthly amount then being charged for COBRA coverage with respect to the executive
officer and his dependents for a period of 12 months;
In the case of Mr. Toland, payment of his target annual bonus for the year of termination, payable
in equal installments for 12 months; et
In the case of Mr. Long, payment of one-twelfth of Mr. Long’s annual bonus accrued on the
Company’s books and records as of the end of the immediately preceding calendar quarter for a period of 12 months.

Mr. Teany’s
employment agreement does not provide any severance payments or benefits upon termination. Under Mr. Toland’s and Mr. Long’s
employment agreements, the severance payments and benefits are substantially similar to those described above upon a termination
without “cause” or a resignation for “good reason” absent a “change in control,” except that,
in such case, Mr. Toland would receive payment of the portion of his annual bonus accrued on the Company’s books and records
as of the immediately preceding calendar quarter for a period of 12 months in lieu of the target bonus payment described above.

The executive officers
would additionally receive any accrued but unpaid base salary and unreimbursed business expenses through the termination date;
any annual bonus (if any), earned in respect of the calendar year completed prior to the date of termination; and any benefits
provided under any of the Company’s fringe benefit programs in accordance with their terms.

Under the employment
agreements, the executive officers are subject to a perpetual confidentiality covenant and covenants of non-competition and non-solicitation
of Corindus’ employees and independent contractors for the period of their employment and for 12 months (18 months, in the
case of Mr. Long) thereafter.

With respect to
the foregoing employment agreements for Messrs. Toland and Long, “cause”, “change in control” and “good
reason” are defined as follows.

“Cause”
means:

A good faith finding by the Board that the executive has intentionally failed to perform his assigned
duties or has engaged in dishonesty, breach of fiduciary duty involving personal profit, gross negligence, misconduct, material
breach of the Company’s Code of Ethics, or a material violation of the Sarbanes-Oxley requirements for officers of public
companies;
The executive’s conviction of, or pleading guilty or nolo contendere to, any crime
involving moral turpitude or any felony; ou
A material breach by the executive of the employment agreement.

To terminate
Mr. Toland for “cause,” the Board must provide him a reasonable opportunity to cure the event(s) constituting “cause.”

“Change in
control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the
following events:

The sale or other disposition, in one or a series of related transactions, of all or substantially
all of the assets of the Company to any “person” or “group” (as such terms are used for purposes of Sections
13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than to an affiliate;
Any person or group is or becomes the “beneficial owner” (as such term is used for
purposes of Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than
fifty percent (50%) of the total voting power of the Company’s then outstanding voting securities, including by way of merger,
consolidation, or otherwise (other than an acquisition of the Company’s voting securities by the Company or by an employee
benefit plan (or related trust) maintained by the Company); ou
During any period of 24 months, individuals who, at the beginning of such period, constitute the
Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board (except that
any person becoming a director whose election or nomination was approved by a vote of at least two-thirds of the Incumbent Directors
is treated as an Incumbent Director for this purpose, other than any individual initially elected or nominated as a result of an
actual or threatened election contest).

“Good reason”
means any of the following:

A material negative change in the executive’s function, duties, or responsibilities (or,
in the case of Mr. Toland, title);
A reduction in base salary (except for any reduction that is part of a Company-wide (employee-wide,
in the case of Mr. Long) reduction in pay;
A requirement to relocate outside the Greater Boston area; ou
A material breach of the employment agreement by Corindus.

To resign for “good
reason,” Mr. Toland or Mr. Long are required to provide 30 days’ prior written notice within a reasonable period of
time (not to exceed, except in the case of a continuing breach, 90 days) after the event giving rise to “good reason,”
and such event must be uncured after a cure period of at least 30 days.

Toland Transaction
Bonus

Corindus has entered
into a transaction bonus letter agreement with Mr. Toland pursuant to which Mr. Toland is entitled to receive a one-time, lump-sum
cash transaction bonus of $2.5 million, payable promptly following, and subject to Mr. Toland’s continued employment through,
the effective time.

Directors’
and Officers’ Indemnification and Insurance

From and after
the effective time through the sixth anniversary of the date on which the effective time occurs, SMS USA and the surviving corporation
will jointly and severally indemnify and hold harmless each D&O indemnified party with respect to all claims, liabilities,
losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including
fees and expenses of legal counsel) in connection with any proceeding, whenever asserted, based on or arising out of, in whole
or in part, (i) the fact that a D&O indemnified party was a director, officer, employee or agent of Corindus or any of its
subsidiaries, or (ii) acts or omissions by such D&O indemnified party in the D&O indemnified party’s capacity as
a director, officer, employee or agent of Corindus or a subsidiary of Corindus or taken at the request of Corindus or a subsidiary
of Corindus (including in connection with serving at the request of the Corindus or such subsidiary as a director, officer, employee
agent, trustee or fiduciary of another person), in each case under the foregoing clauses (i) or (ii), at, or at any time before,
the effective time (including any proceeding relating in whole or in part to the merger or the enforcement of this provision or
any other indemnification or advancement right of any D&O indemnified party), to the fullest extent permitted or required by
applicable law. In no event will SMS USA have any obligations or liabilities to a D&O indemnified party pursuant to the provisions
described in this paragraph, other than those obligations or liabilities that the surviving corporation will have to D&O indemnified
parties pursuant to the provisions described in this paragraph.

All rights to indemnification
and exculpation from liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the effective
time now existing in favor of the D&O indemnified parties as provided in Corindus’ certificate of incorporation, bylaws,
or any indemnification contract between such D&O indemnified parties and Corindus (and disclosed to SMS USA) will survive the
merger and will continue in full force and effect. Without limiting the foregoing, for a period of six years from the effective
time, the surviving corporation shall, and SMS USA shall cause the surviving corporation to, maintain in effect the exculpation,
indemnification and advancement of expenses provisions equivalent to the provisions of Corindus’ certificate of incorporation
and bylaws as in effect immediately prior to the effective time solely with respect to acts or omissions occurring prior to the
effective time and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the
rights thereunder of any D&O indemnified party; jeigu, vis dėlto, that all rights to indemnification in respect
of any action pending or asserted or any claim made for indemnification within such period will continue until the disposition
of such action or resolution of such claim. From and after the effective time, SMS USA shall guarantee and stand surety for, and
shall cause the surviving corporation to honor, in accordance with their respective terms, each of the covenants contained in certain
provisions of the merger agreement relating to directors’ and officers’ indemnification. In addition, for six years
from the effective time, SMS USA will, and will cause the surviving corporation to, advance any expenses (including fees and expenses
of legal counsel) of any D&O indemnified party (including in connection with enforcing the indemnity) as incurred to the fullest
extent permitted under applicable law, provided that the individual to whom expenses are advanced provides an undertaking to repay
such advances if it is determined that such person is not entitled to be so indemnified.

Prior to the effective
time, Corindus is required to or, if Corindus is unable to, SMS USA will cause the surviving corporation as of or after the effective
time to, purchase a six-year prepaid “tail” policy with reputable insurers, with terms, conditions, retentions and
limits of liability that are no less favorable than the coverage provided under Corindus’ existing policies of directors’
and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the effective
time (including in connection with the merger agreement and the transactions or actions contemplated by the merger agreement),
subject to certain limitations. If Corindus or the surviving corporation for any reason fails to obtain such “tail”
insurance policies prior to, as of or after the effective time, SMS USA is required to, for a period of six years from the effective
time, cause the surviving corporation to maintain in effect the current policies of directors’ and officers’ liability
insurance and fiduciary liability insurance maintained by Corindus with respect to matters arising on or before the effective time,
subject to certain limitations.

Autres
Interests

As of the date
of this proxy statement, other than the arrangements discussed in this proxy statement, none of our executive officers has entered
into any agreement with SMS USA regarding employment with, or compensation from, the surviving corporation or SMS USA on a going-forward
basis following the completion of the merger. However, SMS USA (or its representatives) and some or all of our executive officers
may have discussions from time to time with respect to such arrangements.

Quantification
of Potential Merger-Related Payments to Named Executive Officers

The following table,
“Golden Parachute Compensation,” along with its footnotes, shows the disclosure required by Item 402(t) of Regulation
S-K regarding the amounts of payments and benefits payable to Corindus’ named executive officers that are based on or otherwise
relate to the merger. The amounts detailed below assume that the merger occurred on October 29, 2019 and, where applicable, the
named executive officer’s employment was terminated by Corindus without “cause” or by the named executive officer
for “good reason” on October 29, 2019. The table below takes into account each named executive officer’s outstanding
unvested stock options assuming that the merger closes on October 29, 2019 (assuming that no additional stock options were granted
to any such executive officer after the date of this proxy statement and prior to the merger closing). The actual amounts payable will depend on the effective time of the merger and
the date of such termination, as applicable. More detail on the payments and benefits are set forth above in this section of this
proxy statement.

The information
contained in the following table and accompanying footnotes are subject to a non-binding, advisory vote of Corindus’ stockholders,
as described under the section titled “Advisory Vote on Named Executive Officer Merger-Related Compensation Proposal (Proposal
2)” beginning on page 91 of this proxy statement.

Golden Parachute Compensation

vardas

En espèces(1)
($)

Equity(2)
($)

Perquisites /
Benefits(3)
($)

Total(4)
($)

Mark J. Toland 3,287,500 7,089,843 29,000 10,406,343
David W. Long 510,948 729,498 29,000 1,269,446
Douglas Teany 2,466,860 2,466,860
Total 3,798,448 10,286,200 58,000 14,142,648

(1) The amounts in this column reflect (x) the cash severance to which Mr. Toland and Mr. Long would
be entitled assuming that the merger occurred on October 29, 2019 and Mr. Toland’s or Mr. Long’s employment, as applicable,
was terminated by us without “cause” or by the executive for “good reason” on that date, as described under
“The Merger – Interests of Corindus’ Executive Officers and Directors in the Merger – Employment Agreements”
above, which consists of (i) for Mr. Toland, 12 months of continued base salary ($450,000 in total) plus target bonus of $337,500,
paid in 12 monthly installments, and (ii) for Mr. Long, 12 months of continued base salary ($340,632 in total) plus 12 monthly
installments equal to one-twelfth of Mr. Long’s annual bonus accrued as of the end of the preceding calendar quarter, which
for this purpose is estimated to be at the target level ($170,316 estimated total), and (y) with respect to Mr. Toland, the one-time,
lump-sum transaction bonus of $2,500,000, as described under “The Merger – Interests of Corindus’ Executive Officers
and Directors in the Merger – Toland Transaction Bonus” above.

The cash severance
arrangements described above are “double-trigger” (i.e., they become payable only in connection with a qualifying termination,
rather than solely as a result of a change in control (i.e., “single-trigger”)). The one-time, lump-sum transaction
bonus for Mr. Toland is “single-trigger.”

(2) The amounts reported in the table for each named executive officer represent the acceleration and
cash-out of all of the executive’s outstanding, unvested equity awards (i.e., stock options), upon the closing of the merger
(all of which is “single-trigger”) in accordance with the terms of the merger agreement. The value attributable to
the cash-out of equity awards is based on the common stock consideration of $4.28 per share, and, as noted above, assumes that
no additional stock options were granted to any such executive officer after the date of this proxy statement and prior to the
merger closing, and that no executive officer exercised any stock options within such period. The amounts reported in this column
are attributable to the cancellation and cash-out of unvested stock options. In accordance with Item 402(t) of Regulation S-K,
these amounts do not include the cash-out of options that are already vested by their terms, as summarized above under “The
Merger – Interests of Corindus’ Executive Officers and Directors in the Merger – Treatment of Director and Executive Officer
Equity Awards.”
(3) The amounts reflected in this column represent an estimate of the COBRA cost for Mr. Toland and
Mr. Long (and their dependents) for 12 months payable as part of the severance package contained in their respective employment
agreements, as described under “The Merger – Interests of Corindus’ Executive Officers and Directors in the Merger
– Employment Agreements” above. These amounts are “double-trigger.”
(4) The aggregate “single-trigger” and “double-trigger” amounts for each individual
represented in this column (as individually disclosed for each column in footnotes (1) through (3) above) are: for Mr. Toland:
$9,589,843 in “single-trigger” payments and $816,500 in “double-trigger” payments; for Mr. Long: $729,498
in “single-trigger” payments and $539,948 in “double-trigger” payments; and for Mr. Teany, $2,466,860 in
“single-trigger” payments and $0 in “double-trigger” payments.

Financing
of the Merger

The consummation
of the merger is not subject to any financing conditions. We anticipate that the total amount of funds necessary to consummate
the merger and the related transactions, not including fees and expenses, will be approximately $1.1 billion, including the estimated
funds needed to (i) pay holders of Corindus common and preferred stock their respective common stock consideration or preferred
stock consideration due to them under the merger agreement; (ii) make payments in respect of outstanding Corindus stock options
and Corindus restricted stock unit awards pursuant to the merger agreement; (iii) make payments in respect of outstanding Corindus
warrants pursuant to the merger agreement; and (iv) pay the outstanding net indebtedness of Corindus. SMS USA expects to use cash,
lines of credit or other sources of immediately available funds in order to fund the merger.

In connection with
the execution of the merger agreement, on August 7, 2019, Healthineers delivered the letter of support which was accepted by Corindus,
pursuant to which, Healthineers has agreed, guaranteed and committed to the complete payment and discharge of all monetary obligations
and liabilities of SMS USA to Corindus in accordance with, and arising from, the merger agreement (other than the indemnification
obligations of SMS USA owed to directors and officers of Corindus pursuant to the merger agreement). If SMS USA defaults in the
due and punctual payment of such obligations under the merger agreement, Corindus shall be entitled to seek satisfaction and payment
of such obligations directly against Healthineers up to the Aggregate Merger Consideration after Corindus has first made written
demand for satisfaction and payment of the relevant obligations to SMS USA and the expiry of a grace period of 30 days.

Regulatory
Clearances and Approvals Required for the Merger

U.S. Antitrust

Under the HSR Act,
we cannot complete the merger until we have given notification and furnished information to the FTC and the DOJ, and until the
applicable waiting period has expired or has been terminated. On August 23, 2019, Corindus and SMS USA each filed a premerger notification
and report form under the HSR Act. On August 30, 2019, the FTC notified Corindus that early termination of the applicable waiting period
under the HSR Act was granted, effective immediately, with respect to the merger. The early termination
of the waiting period under the HSR Act satisfies one of the conditions to the closing of the merger.
closing of the merger remains subject to the satisfaction or waiver of the remaining conditions to the
merger, as further described in “The Merger Agreement – Conditions to the Merger” beginning on page
85 of this proxy statement.

Foreign Antitrust

No foreign antirust
approvals or merger control approvals are required in connection with the merger.

Under the merger
agreement, Corindus, SMS USA and Merger Sub have agreed to use reasonable best efforts to consummate and make effective the transactions
contemplated by the merger agreement and to cause the conditions to the merger to be satisfied, including obtaining all necessary
actions or non-actions, consents and approvals from governmental authorities or other third parties necessary in connection with
the merger and making all necessary registrations and filings, including under the HSR Act, jeigu, vis dėlto, that
no party shall be required to make concessions in connection with seeking or obtaining consent to the merger, including any obligation
to divest, hold separate or otherwise take action that limits such party’s freedom of action.

While we have no
reason to believe it will not be possible to obtain regulatory approvals in a timely manner, there is no certainty that these approvals
will be obtained within the period of time contemplated by the merger agreement, if at all.

The approval
of any regulatory application or completion of regulatory review merely implies the satisfaction of certain regulatory
criteria, which do not include review of the merger from the standpoint of the adequacy of the applicable merger
consideration to be received by Corindus stockholders. Further, regulatory approvals or reviews do not constitute an
endorsement or recommendation of the merger.

Material
U.S. Federal Income Tax Consequences of the Merger

The exchange
of Corindus common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may
also be taxable under state and local and other tax laws. In general, a U.S. holder (as defined in the section entitled
“Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement)
whose shares of Corindus common stock are converted into the right to receive cash in the merger will recognize capital gain
or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash
received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.

You
should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page
96 of this proxy statement and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to
you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction.

Delisting
and Deregistration of Corindus Common Stock

As promptly as
practicable following the completion of the merger, the Corindus common stock currently listed on the NYSE American will cease
to be listed on the NYSE American and will be deregistered under the Exchange Act.

Litigation Related to the Merger

Following
the announcement of the execution of the merger agreement, three shareholder actions have been filed against Corindus, members
of its board of directors, and certain of its officers in the United States District Court for the Southern District of New York
and in the United States District Court for the District of Delaware: Bruso v. Corindus Vascular Robotics, Inc., et al.,
19-cv-08536 (S.D.N.Y.) (filed Sept. 13, 2019), Sabatini v. Corindus Vascular Robotics, Inc., et al., 19-cv-01752 (D. Del.)
(filed Sept. 18, 2019), and Shea v. Corindus Vascular Robotics, Inc., et al., 19-cv-08918 (S.D.N.Y.) (filed Sept. 25, 2019).
The plaintiffs in the Sabatini et Shea actions purport to bring the actions on behalf of a class consisting of public
stockholders of Corindus, but excluding the defendants in the action and any person, firm, trust, corporation, or other entity
related to or affiliated with the defendants. The complaints in all three actions allege generally, among other things, that defendants
violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder in connection with
allegedly misleading statements and omissions in Corindus’ preliminary proxy statement, filed with the Securities and Exchange
Commission on August 30, 2019, concerning the financial projections and analyses performed by Corindus’ advisor in connection
with the proposed merger, as well as purported conflicts of interest of certain executives of Corindus and Corindus’ financial
advisor. The complaints seek, among others things, injunctive relief, including enjoining the proposed transaction, rescission
or rescissory damages in the event the proposed transaction is consummated, and unspecified attorneys’ and other fees and
costs. Although the complaints request injunctive relief, neither plaintiff has filed a motion asking the court to enjoin the
merger at this time.

One
of the conditions to the closing of the merger is that no governmental authority of competent jurisdiction issuing or entering
any order, including any injunction, after August 7, 2019, that is then in effect and has the effect of restraining, enjoining or otherwise prohibiting the consummation of
the merger or the other transactions contemplated by the merger agreement.  As such, if the plaintiffs in any of the actions
are successful in obtaining an injunction prohibiting the defendants from completing the merger on the agreed-upon terms, then
such injunction may prevent the merger from becoming effective, or from becoming effective within the expected timeframe.

We
believe the claims asserted in these complaints are without merit and intend to vigorously contest such claims.

Appraisal
Rights

If the merger is
completed, Corindus stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they comply
with the conditions and requirements established therein.

Under Section
262 of the DGCL, Corindus stockholders of record who do not wish to accept the common stock consideration in respect of their
shares of Corindus common stock or the preferred stock consideration in respect of their shares of Corindus preferred stock, respectively,
have the right to demand appraisal of their respective shares of Corindus capital stock and to receive payment in cash of the
fair value of their shares of Corindus capital stock as of the effective time of the merger, exclusive of any element of value
arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest,
if any, to be paid upon the amount determined to be such fair value (or, in certain circumstances described below, on the difference
between the amount determined to be the fair value and the amount paid to each stockholder entitled to appraisal prior to the
entry of judgment in the appraisal proceeding), provided that they comply with the conditions and requirements established in
Section 262 of the DGCL. The “fair value” per share of your shares of Corindus capital stock as determined by the
Delaware Court of Chancery in an appraisal proceeding may be more or less than, or the same as, the applicable merger consideration
that you are otherwise entitled to receive under the terms of the merger agreement for each share of your Corindus capital stock.
Corindus stockholders who do not vote in favor of the merger proposal who properly demand appraisal for their shares Corindus
capital stock in compliance with the provisions of Section 262 of the DGCL, who do not withdraw such demand or otherwise waive
or lose their right to appraisal and who comply with the other requirements to exercise appraisal rights under the DGCL will be
entitled to appraisal rights under the DGCL. Strict compliance with the statutory procedures in Section 262 of the DGCL is required.
Failure to follow precisely any of the statutory requirements may result in the loss of your appraisal rights.

This section is
intended only as a brief summary of certain provisions of the Delaware statutory procedures that a stockholder must follow in order
to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the
law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the
full text of which is attached to this proxy statement as Annex C, in its entirety. The following summary does not constitute
any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section
262 of the DGCL.

Under Section 262
of the DGCL where a merger agreement is to be submitted for adoption at a meeting of stockholders, Corindus must notify the stockholders
who were stockholders of record on the record date for notice of such meeting with respect to shares for which appraisal rights
are available, not less than 20 days before the meeting to vote on the merger, that appraisal rights will be available. A copy
of Section 262 of the DGCL must be included with such notice. This proxy statement constitutes Corindus’ notice to our stockholders
that appraisal rights are available in connection with the merger and the full text of Section 262 of the DGCL is attached to this
proxy statement as Annex C, in compliance with the requirements of Section 262 of the DGCL. If you wish to consider exercising
your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex C. Failure to
comply timely and properly with the requirements of Section 262 of the DGCL may result in the loss of your appraisal rights under
the DGCL. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Corindus
capital stock, Corindus believes that if a stockholder is considering exercising such rights, such stockholder should seek the
advice of legal counsel.

If you wish to
demand appraisal of your shares of Corindus capital stock, you must satisfy each of the following conditions:

you must deliver to Corindus a written demand for appraisal of your shares of Corindus capital
stock before the vote is taken to approve the merger proposal, which must reasonably inform us of the identity of the holder of
record of shares of Corindus capital stock who intends to demand appraisal of his, her or its shares of Corindus capital stock;
you must not vote or submit a proxy in favor of the merger proposal;
you must hold your shares of Corindus capital stock on the date of making the demand for appraisal
and must continuously hold such shares through the effective time of the merger; et
you (or the surviving corporation) must file a petition in the Delaware Court of Chancery requesting
a determination of the fair value of the shares of Corindus capital stock within 120 days after the effective time of the merger.
The surviving corporation is under no obligation to file any such petition and has no present intention of doing so. Accordingly,
it is your obligation to initiate all necessary action to perfect your appraisal rights in respect of your shares of Corindus capital
stock within the time prescribed in Section 262 of the DGCL.

If you fail to
comply with any of the requirements under Section 262 of the DGCL to perfect your appraisal rights and the merger is completed,
your respective shares of Corindus capital stock will be converted into the right to receive payment of the applicable merger
consideration for your shares of Corindus capital stock as provided for in the merger agreement and you will lose your appraisal
rights with respect to your shares of Corindus capital stock.

A holder of shares
of Corindus capital stock wishing to exercise appraisal rights must hold of record the shares of Corindus capital stock on the
date the written demand for appraisal is made and must continue to hold the shares of Corindus capital stock of record through
the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted
“FOR” the merger proposal, and it will result in the loss of the stockholder’s right of appraisal and will nullify
any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise
appraisal rights must either submit a proxy containing instructions to vote “AGAINST” the merger proposal or abstain
from voting on the merger proposal. Voting against or failing to vote for the merger proposal by itself does not constitute a demand
for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate
from any proxy or vote on the merger proposal.

All demands for
appraisal should be addressed to Corindus Vascular Robotics, Inc., Attention: Chief Financial Officer, 309 Waverley Oaks Road,
Suite 105, Waltham, Massachusetts 02452, and must be delivered to Corindus before the vote is taken to approve merger proposal
at the special meeting, and must be executed by, or on behalf of, the record holder of the shares of Corindus capital stock for
which appraisal is demanded. The demand must reasonably inform Corindus of the identity of the stockholder and the intention of
the stockholder to demand appraisal of his, her or its shares of Corindus capital stock in connection with the merger. A stockholder’s
failure to deliver to Corindus the written demand for appraisal prior to the taking of the vote on the merger proposal at the special
meeting of stockholders will result in the loss of appraisal rights.

Only a holder of
record of shares of Corindus capital stock is entitled to demand an appraisal of the shares registered in that holder’s name.
Accordingly, to be effective, a demand for appraisal by a stockholder of Corindus capital stock must be made by, or on behalf of,
the record stockholder. The demand should set forth, fully and correctly, the record stockholder’s name as it appears on
the stockholder’s stock certificate(s) or in the transfer agent’s records, in the case of uncertificated shares, should
specify the stockholder’s mailing address and the number of shares of Corindus capital stock registered in the stockholder’s
name. The demand must state that the person intends thereby to demand appraisal of the stockholder’s shares Corindus capital
stock in connection with the merger. The demand cannot be made by the beneficial owner if he or she does not also hold the shares
of Corindus capital stock of record. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage
firm or other nominee, submit the required demand in respect of those shares of Corindus capital stock. If you hold your shares
of Corindus capital stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should
consult with your bank, brokerage firm or the other nominee to determine the appropriate procedures for the making of a demand
for appraisal by the nominee and obtaining notice of the effective date of the merger.

If shares of Corindus
capital stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for
appraisal must be made in that capacity. If the shares of Corindus capital stock are owned of record by more than one person, as
in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including
an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the
agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting
as agent for the record owner or owners. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of Corindus
capital stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Corindus capital
stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written
demand should state the number of shares of Corindus capital stock as to which appraisal is sought. Where no number of shares of
Corindus capital stock is expressly mentioned, the demand will be presumed to cover all shares of Corindus capital stock held in
the name of the record owner. If a stockholder holds shares of Corindus capital stock through a broker who in turn holds the shares
through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares of Corindus capital
stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner.

Within 10 days
after the effective time of the merger, the surviving corporation in the merger must give notice of the date that the merger became
effective to each of Corindus’ record stockholders who has demanded appraisal in accordance with Section 262 of the DGCL
and who did not vote in favor of the merger proposal. At any time within 60 days after the effective time of the merger, any stockholder
who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder’s demand
and accept the applicable merger consideration specified by the merger agreement for that stockholder’s shares of Corindus
capital stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt
to withdraw the demand made more than 60 days after the effective time of the merger will require written approval of the surviving
corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval
of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just;
provided, however that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party
may withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger within 60 days after
the effective date of the merger. If the surviving corporation does not approve a request to withdraw a demand for appraisal when
that approval is required, or, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the
stockholder will be entitled to receive only the appraised value of his, her or its shares of Corindus capital stock determined
in any such appraisal proceeding, plus interest, if any, which value could be less than, equal to or more than the applicable merger
consideration offered pursuant to the merger agreement.

Within 120 days
after the effective time of the merger, but not thereafter, either the surviving corporation or any stockholder who has complied
with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence
an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the
respective shares of Corindus capital stock held by all such stockholders. Upon the filing of the petition by a stockholder, service
of a copy of such petition shall be made upon the surviving corporation. The surviving corporation has no obligation to file such
a petition, has no present intention to file a petition and holders should not assume that the surviving corporation will file
a petition. Accordingly, it is the obligation of the respective holders of Corindus capital stock to initiate all necessary petitions
to perfect their appraisal rights in respect of shares of Corindus capital stock within the time prescribed in Section 262 of the
DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL could nullify
the stockholder’s previous written demand for appraisal. In addition, within 120 days after the effective time of the merger,
any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the
merger proposal, will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the
aggregate number of shares of Corindus capital stock not voted in favor of the merger proposal and with respect to which demands
for appraisal have been received and the aggregate number of holders of such shares of Corindus capital stock. The statement must
be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the
expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares
of Corindus capital stock held either in a voting trust or by a nominee on behalf of such person for which appraisal has been properly
demanded may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement.

If a petition for
appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving
corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register
in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their
respective shares of Corindus capital stock and with whom agreements as to the value of their shares of Corindus capital stock
have not been reached. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is
ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine
those stockholders who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court of
Chancery may require stockholders who have demanded appraisal of their shares of Corindus capital stock to submit their stock certificates
to the Register in Chancery for notation of the pendency of the appraisal proceedings; and if any stockholder fails to comply with
that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

After determination
of the stockholders entitled to appraisal of their respective shares of Corindus capital stock, the Delaware Court of Chancery
will appraise the shares of Corindus capital stock, determining their fair value as of the effective time of the merger after taking
into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the merger,
together with interest, if any, to be paid upon the amount determined to be the fair value (or, in certain circumstances described
below, on the difference between the amount determined to be the fair value and the amount paid to each stockholder entitled to
appraisal prior to the entry of judgment in the appraisal proceeding). When the fair value has been determined, the Delaware Court
of Chancery will direct the payment of such value (with interest, if any), in the case of holders of uncertificated stock forthwith,
and in the case of holders of shares represented by certificates upon surrender by those stockholders of the certificates representing
their shares of Corindus capital stock. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause
shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly
and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during
the period between the effective time of the merger and the date of payment of the judgment. At any time before the entry of judgment
in the proceedings, the surviving company may pay to each stockholder entitled to appraisal an amount in cash, in which case interest
shall accrue thereafter as described herein only upon the sum of (i) the difference, if any, between the amount so paid and the
fair value of the shares of Corindus capital stock as determined by the Delaware Court of Chancery, and (ii) interest theretofore
accrued, unless paid at that time.

You should be aware
that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale
transaction, such as the merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the
applicable per share merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as
determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination
of a value higher or lower than, or the same as, the applicable per share merger consideration. Moreover, we do not anticipate
offering more than the applicable per share merger consideration to any stockholder exercising appraisal rights and reserve the
right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a
share of Corindus capital stock is less than the applicable per share merger consideration. In determining “fair value,”
the Delaware Court of Chancery is required to take into account all relevant factors. Section 262 of the DGCL provides that fair
value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.”

In determining
the “fair value” of the shares, a Delaware Court is required to take into account all relevant factors. À Weinberger
v. UOP, Inc.
, the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal
proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial
community and otherwise admissible in court” should be considered and that “(f)air price obviously requires consideration
of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination
of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and
any other factors that could be ascertained as of the date of the merger that throw any light on future prospects of the merged
corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the
accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated
that such exclusion is a “narrow exclusion (that) does not encompass known elements of value,” but which rather applies
only to the speculative elements of value arising from such accomplishment or expectation. À Weinberger, the Delaware Supreme
Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which
are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Costs of the appraisal
proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court
of Chancery and imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware
Court of Chancery, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery
may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including,
without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to
be charged pro rata against the value of all shares of Corindus capital stock entitled to appraisal. Any stockholder who demanded
appraisal rights will not, after the effective time of the merger, be entitled to vote shares of Corindus capital stock subject
to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Corindus
capital stock, other than with respect to payment as of a record date prior to the effective time of the merger. If no petition
for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder otherwise fails to perfect,
successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease
and that stockholder’s shares of Corindus capital stock will be deemed to have been converted at the effective time of the
merger into the right to receive the applicable merger consideration (without interest) for his, her or its shares of Corindus
capital stock pursuant to the merger agreement.

Failure to comply
strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of a stockholder’s appraisal
rights.

In view of the
complexity of Section 262 of the DGCL, Corindus stockholders who may wish to pursue appraisal rights should consult their legal
and financial advisors.

THE
MERGER AGREEMENT

The following
discussion sets forth the principal terms of the merger agreement, a copy of which is attached as Annex A to this proxy
statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms
and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete
and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger
agreement carefully in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before
making any decisions regarding the merger.

Explanatory
Note Regarding the Merger Agreement

The merger agreement
and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual
disclosures about Corindus contained in this proxy statement or in Corindus’ public reports filed with the SEC may supplement,
update or modify the factual disclosures about Corindus contained in the merger agreement and described in this summary. The representations,
warranties and covenants made in the merger agreement by Corindus, SMS USA and Merger Sub were qualified and subject to important
limitations agreed to by Corindus, SMS USA and Merger Sub in connection with negotiating the terms of the merger agreement. À
particular, in your review of the representations and warranties contained in the merger agreement and described in this summary,
it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing
the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations
and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and allocating risk between
the parties to the merger agreement, and were not intended by the parties to the merger agreement to be a characterization of the
actual state of facts or condition of Corindus, SMS USA or Merger Sub, except as expressly stated in the merger agreement.
representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable
to stockholders and reports and documents filed with or furnished to the SEC, and in some cases were qualified by disclosures that
were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning
the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement,
may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation
or warranty may have been included in this proxy statement or in the respective public filings made by each of Corindus or SMS
USA with the SEC.

Additional information
about Corindus may be found elsewhere in this proxy statement and Corindus’ other public filings. See the section entitled
“Where You Can Find More Information” beginning on page 100 of this proxy statement.

When
the Merger Becomes Effective

The closing of
the merger will take place at the offices of Blank Rome, 1271 Avenue of the Americas, New York, NY 10020, or by the electronic
transmission of signature pages, at 10:00 a.m. (local time) on a date to be specified by the parties, but no later than the second
business day after the satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement
(other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or (to the
extent permitted by law) waiver of such conditions), unless another time, date or place is agreed to in writing by Corindus, Merger
Sub and SMS USA.

Concurrently with
the closing, Corindus will cause to be filed an appropriate, executed certificate of merger with respect to the merger with the
Delaware Secretary of State as provided under the DGCL. The merger will become effective upon the filing of such certificate of
merger, or at such later date and time as is agreed by SMS USA and Corindus and specified in such certificate of merger.

Structure
of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

Upon the terms
and conditions of the merger agreement, at the effective time, Merger Sub will merge with and into Corindus and the separate corporate
existence of Merger Sub will cease, with Corindus continuing as the surviving corporation and a wholly owned subsidiary of SMS
USA. At the effective time, the certificate of incorporation of Corindus will, by virtue of the merger, be amended and restated
in its entirety as set forth in Exhibit B to the merger agreement and the amended and restated certificate of incorporation will
be the certificate of incorporation of the surviving corporation until thereafter amended. At the effective time, the bylaws of
Merger Sub, as in effect immediately before the effective time, will by virtue of the merger, be amended and restated in its entirety
as set forth in Exhibit C to the merger agreement and such amended and restated bylaws will be the bylaws of the surviving corporation
until thereafter amended. From and after the effective time, the directors of Merger Sub immediately before the effective time
will be the initial directors of the surviving corporation, and the officers of the surviving corporation will be designated by
SMS USA immediately prior to the effective time, and, in each case, will hold office until their respective successors are duly
elected, designated or qualified, or until their earlier death, resignation or removal, in accordance with the surviving corporation’s
certificate of incorporation and bylaws.

Effect
of the Merger on Corindus Common Stock and Corindus Preferred Stock

At the effective
time, each share of (i) Corindus common stock issued and outstanding immediately prior to the effective time (other than canceled
shares and dissenting shares) will be converted into the right to receive the common stock consideration, without interest and
(ii) (A) Series A preferred stock issued and outstanding immediately prior to the effective time and (B) Series A-1 preferred stock
issued and outstanding prior to the effective time and Series A-1 preferred stock that has accrued and accumulated on a daily basis
until the effective time, in accordance with the provisions of the certificate of designation, but which is not otherwise issued
or outstanding immediately prior to the effective time, in each case other than canceled shares and dissenting shares, shall be
converted into the right to receive an amount in cash equal to the preferred stock consideration, without interest.

Each share of
Corindus capital stock converted into the right to receive the applicable merger
consideration, as described above, will no longer be outstanding and will be automatically canceled and will cease to exist,
and each holder of certificates or book-entry shares, which immediately prior to the effective time represented such Corindus
capital stock, will cease to have any rights with respect thereto, except the right to receive, upon surrender of such
certificates or book-entry shares, the applicable merger consideration.

The applicable
merger consideration will be adjusted appropriately to reflect the effect of any reclassification, recapitalization, exchange,
stock split (including reverse stock split) or combination or readjustment of shares or any similar event or any stock dividend
or stock distribution with a record date occurring on or after the date of the merger agreement and prior to the effective time,
in order to provide the same economic effect as contemplated by the merger agreement prior to such event.

Gydymas
of Corindus Equity Awards

Options.
Each option to purchase shares of Corindus common stock that is outstanding and unexercised immediately prior to the effective
time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment (without interest) equal
to the product of (i) the excess, if any, of the common stock consideration over the per share exercise price of such option, and
(ii) the number of shares of Corindus common stock subject to such option as of the effective time, net of any applicable withholding
taxes required to be withheld by applicable law. Options with a per share exercise price equal to or exceeding the common stock
consideration will be cancelled without payment. Any consideration with respect to Corindus options will be paid by the surviving
corporation as soon as reasonably practicable following the effective time, and in any event no later than 10 business days after
the closing date.

Restricted Stock
Unit Awards.
Each Corindus restricted stock unit award that is outstanding immediately prior to the effective time, whether
vested or unvested, will be cancelled and converted into the right to receive a cash payment (without interest) equal to the product
of (i) the common stock consideration and (ii) the number of shares of Corindus common stock underlying the award as of the effective
time, net of any applicable withholding taxes required to be withheld by applicable law. Any consideration with respect to Corindus
restricted stock unit awards will be paid by the surviving corporation as soon as reasonably practicable following the effective
time, and in any event no later than 10 business days after the closing date.

Payment
for Corindus Capital Stock

Prior to or
at the effective time, SMS USA will deposit, or cause to be deposited, with a paying agent (which shall be a nationally
recognized financial institution) designated by SMS USA that is reasonably acceptable to Corindus, cash in immediately
available funds in an amount sufficient to pay the Aggregate Merger Consideration and the consideration in respect of the
cancelled Corindus warrants.

As promptly as
reasonably practicable after the effective time (and in any event within five business days after the effective time), SMS USA
will cause the paying agent to mail to each holder of record of certificates that immediately prior to the effective time represented
outstanding shares of Corindus capital stock (i) a letter of transmittal, which will specify that delivery of certificates will
be effected, and risk of loss and title to the certificates will pass only upon proper delivery of the certificates (or affidavits
of loss in lieu thereof) to the paying agent and will be in a form and have such other customary provisions as reasonably specified
by SMS USA, and (ii) instructions for effecting the surrender of the certificates in exchange for cash in an amount equal to the
applicable merger consideration multiplied by the number of shares of Corindus capital stock previously represented by such certificates.

Upon surrender
of a certificate (or an affidavit of loss in lieu thereof) for cancellation to the paying agent, together with such letter of transmittal
duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably
required by the paying agent, the holder of such certificate will be entitled to receive in exchange therefor as promptly as reasonably
practicable cash in an amount equal to the applicable merger consideration multiplied by the number of shares of Corindus capital
stock previously represented by such certificate and the certificate (or affidavit of loss in lieu thereof) so surrendered will
be cancelled. Each book-entry share representing shares of Corindus capital stock will automatically upon the effective time be
entitled to receive, and SMS USA will cause the paying agent to pay and deliver in exchange therefor as promptly as reasonably
practicable after the effective time, cash in an amount equal to the applicable merger consideration multiplied by the number of
shares of Corindus capital stock previously represented by such book-entry share. The paying agent will accept such certificates
(or affidavits of loss in lieu thereof) and make such payments and deliveries with respect to book-entry shares upon compliance
with such reasonable terms and conditions as the paying agent may impose to effect an orderly exchange thereof in accordance with
customary exchange practices. No interest will be paid or accrued for the benefit of holders of the certificates or book-entry
shares on the cash amounts payable upon the surrender or delivery thereof.

Representations
and Warranties

The merger agreement
contains representations and warranties of each of Corindus, SMS USA and Merger Sub, subject to certain qualifications or exceptions
in the merger agreement and the disclosure letter delivered in connection with the merger agreement, as to, among other things:

corporate organization, existence, good standing and corporate power and authority to conduct its
business as presently conducted and own, lease and operate its properties and assets as currently operated;
corporate power and authority to enter into the merger agreement, to perform its obligations thereunder
and to complete the transactions contemplated thereby;
the absence of certain violations, defaults or consent requirements under certain contracts, organizational
documents and law, in each case arising out of the execution, delivery or performance of, consummation of the transactions contemplated
by, or compliance with any of the provisions of the merger agreement;
required regulatory filings or actions and authorizations, consents or approvals of governmental
entities and other persons;
the absence of certain litigation, orders and judgments and governmental proceedings and investigations
related to SMS USA and its subsidiaries or Corindus and its subsidiaries (as applicable);
matters relating to information to be included in required filings with the SEC in connection with
the merger; et
the absence of any fees owed to investment bankers or brokers in connection with the merger, other
than those specified in the merger agreement.

The merger agreement
also contains representations and warranties of Corindus, subject to certain qualifications or exceptions in the merger agreement
and the disclosure letter delivered in connection with the merger agreement, as to, among other things:

the capitalization of Corindus, including the authorized capital stock, outstanding options, restricted
stock unit awards, shares of Corindus common stock reserved for issuance under Corindus’ equity plans, shares of Corindus
common stock reserved for issuance upon exercise of the Corindus warrants, and Corindus common stock reserved for issuance upon
conversion of Corindus preferred stock;
all shares of Corindus common stock having been, or being when issued pursuant to any Corindus
equity award, Corindus equity plan, Corindus warrants and Corindus preferred stock, each in accordance with the respective terms
thereof, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, all of the issued and outstanding
shares of Corindus preferred stock having been duly authorized, validly issued, fully paid and nonassessable, and all shares of
Corindus capital stock having been issued pursuant to an effective registration statement or exemption therefrom;
the proper authorization of Corindus equity awards and issuance of the same in compliance with
applicable laws;
the absence of, other than the Corindus equity awards, Corindus warrants or pursuant to the
                                                                                                         certificate of designation among other things, (i) outstanding options, warrants, calls, preemptive rights, subscriptions or
                                                                                                         other securities or rights, stock appreciation rights, restricted stock unit awards, convertible securities, agreements,
                                                                                                         arrangements or commitments of any kind obligating Corindus or any of its subsidiaries to issue, transfer, register or sell
                                                                                                         (or cause to be issued, transferred, registered or sold) any shares of capital stock or other securities of Corindus or any
                                                                                                         of its subsidiaries or securities convertible into or exchangeable for such shares or other securities; (ii) outstanding
                                                                                                         obligations of Corindus or any of its subsidiaries to repurchase, redeem or otherwise acquire any securities of Corindus or
                                                                                                         any of its subsidiaries, or any securities representing the right to purchase or otherwise receive any other securities of
                                                                                                         Corindus or any of its subsidiaries; or (iii) outstanding or authorized equity or equity-based compensation awards;
the absence of any (i) direct or indirect ownership of any securities, including equity interests,
of any person (except for securities of Corindus subsidiaries) or (ii) obligations or commitments to acquire any such securities
or to provide funds to or make any investment in any person;
the full payment of all dividends or distributions on securities of Corindus or any of its subsidiaries
that have been declared or authorized;
the absence of (i) any agreements or commitments (a) restricting the transfer of securities of
Corindus or any of its subsidiaries or (b) affecting the voting rights of securities of Corindus or any of its subsidiaries, (ii)
demand registration rights agreements or (iii) stockholder rights plans or similar plans;
the corporate actions required to be taken, and taken in connection with the execution, delivery
and performance of the merger agreement by Corindus, including with respect to the approval of Corindus stockholders of the merger
proposal;
the timeliness and accuracy of Corindus’ filings with the SEC and of financial statements
included in its SEC filings and the compliance of filings and financial statements with SEC rules and (in the case of financial
statements) with U.S. GAAP, the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the NYSE American;
Corindus’ disclosure controls and procedures and internal control over financial reporting;
the absence of any pending SEC proceedings regarding any accounting practices of, any malfeasance
by any director or executive officer of, Corindus or any of its subsidiaries or any allegations or claims regarding accounting,
internal accounting controls, auditing practices, procedures, methodologies or methods of Corindus or any of its subsidiaries or
unlawful accounting or auditing matters with respect to Corindus or any of its subsidiaries;
the absence of certain changes from December 31, 2018 through the date of the merger agreement,
including the conduct of the businesses of Corindus and its subsidiaries in the ordinary course consistent with past practice in
all material respects, and the absence of a Company Material Adverse Effect (as defined below);

the absence of certain undisclosed liabilities of Corindus;
the possession by Corindus and its subsidiaries of all licenses, permits and other authorizations
necessary to own, lease and operate their respective properties and assets in compliance with applicable law as currently owned,
leased or operated;
the compliance by Corindus and its subsidiaries with applicable law and licenses, permits and other
authorizations;
Corindus’ employee benefit plans and other agreements with its employees;
labor matters related to Corindus and its subsidiaries and their respective employees;
the payment of taxes, the filing of tax returns, lack of tax audits or proceedings and other tax
matters related to Corindus and its subsidiaries;
certain categories of specified material contracts, including as to effectiveness and lack of breach
or default for such contracts;
(i) the ownership of or rights with respect to Corindus’ and its subsidiaries’ intellectual
property, (ii) the ownership of or rights to intellectual property necessary to the operation of Corindus’ and its subsidiaries’
respective businesses, as conducted immediately prior to the closing, (iii) the maintenance and preservation of Corindus’
intellectual property, (iv) the absence of liens on Corindus’ owned intellectual property or liens that materially restrict
the use of Corindus’ licensed intellectual property, in each case, other than certain permitted liens or restrictions, (v)
to the knowledge of Corindus, the non-infringement or misappropriation by Corindus or any of its subsidiaries of the intellectual
property of third parties, (vi) the reasonable measures taken to protect Corindus’ and its subsidiaries’ material trade
secrets and other material confidential information, (vii) the absence of any settlements, consents, orders or similar obligations
to which Corindus or any of its subsidiaries is a party restricting their rights to use, enjoy or exploit their material intellectual
property, and (viii) the steps taken to protect the proprietary software used by Corindus or any of its subsidiaries;
real property leased by Corindus or any of its subsidiaries;
environmental matters and compliance with environmental laws by Corindus and its subsidiaries;
customers, suppliers and distributors or sales agents of Corindus and its subsidiaries;
product warranties and other terms related to each product manufactured, sold, leased delivered
or distributed or service provided or rendered by Corindus or any of its subsidiaries;
compliance with anti-bribery and anti-corruption laws, rules and regulations, including the Foreign
Corrupt Practices Act, the U.S. Travel Act, the U.K. Bribery Act 2010 and the applicable laws implementing the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions;
compliance with customs and international trade laws;
compliance with necessary authorizations, approvals, clearances, consents or registrations and
with laws and regulations required by regulatory or other governmental authorities, including the regulations of the United States
Food and Drug Administration or comparable regulatory authorities, required for, among other things, the research, investigation,
development, manufacture, use and sale of the products of Corindus and any of its subsidiaries;
compliance with certain federal health care program laws, federal privacy and security regulations
and the federal anti-kickback statute;
insurance policies of Corindus or any of its subsidiaries;

non-applicability of certain anti-takeover laws to the merger agreement, the voting and support
agreement or the merger; et
the receipt by the Board of an opinion of Citi as to the fairness of the merger consideration,
from a financial point of view, to the holders of shares of Corindus common stock.

The merger agreement
also contains representations and warranties of SMS USA and Merger Sub, subject to certain qualifications or exceptions in the
merger agreement as to, among other things:

the availability to SMS USA or Healthineers, from the date of signing the merger agreement through
and at the closing date, of sufficient immediately available funds to consummate the merger and the other transactions contemplated
by the merger agreement, the absence of any condition regarding SMS USA’s or Merger Sub’s ability to obtain financing
for the merger and the other transactions contemplated by the merger agreement, and the absence of any law or obligation that would
prevent or materially restrict, delay or otherwise limit SMS USA’s ability to fund all amounts payable by SMS USA or Merger
Sub (including funding the Aggregate Merger Consideration) required to consummate the merger and the other transactions contemplated
by the merger agreement;
SMS USA’s ownership of all of the issued and outstanding capital stock of Merger Sub;
the absence during the last three years of any ownership by SMS USA or Merger Sub, or any of their
respective controlled affiliates, of Corindus capital stock or other securities convertible into, exchangeable into or exercisable
for shares of Corindus capital stock; et
the absence of any requirement or obligation of SMS USA in order for it to consummate the transactions
contemplated by the merger agreement.

Some of the representations
and warranties in the merger agreement are qualified by materiality qualifications or a “Company Material Adverse Effect”
or “Parent Material Adverse Effect” clause.

For purposes of
the merger agreement, a “Company Material Adverse Effect” means any effect, change, development, event, circumstance,
occurrence, condition, fact or state of facts that has a material adverse effect, individually or in the aggregate:

on the business, condition (financial or otherwise) or results of operations of Corindus and its
subsidiaries, taken as a whole; provided, however, that any effect, change, development, event, circumstance, occurrence, condition
or state of facts directly resulting from, attributable to or arising out of the following will not be taken into account in determining
whether a Company Material Adverse Effect has occurred:
changes in general United States or other national, regional or global economic, regulatory, legislative,
credit, capital market or financial market conditions;
changes in the economic, business and financial environment generally affecting the medical device
industry;
any change in Corindus’ trading volume or stock price;
in and of itself, any failure by Corindus to meet any revenue, earnings or other similar projections
(it being understood that the underlying effect, change, development, event, circumstance, occurrence, condition, fact or state
of facts giving rise to or contributing to such change or failure may be taken into account in determining whether there has been
a Company Material Adverse Effect to the extent not otherwise excluded by another exception);
an act of terrorism or sabotage or an outbreak or escalation of hostilities or war (whether or
not declared) or any natural disasters, national emergencies or other force majeure events, including any escalation or worsening
of such conditions threatened or existing as of the date of the merger agreement;

any adoption, implementation, enforcement, promulgation, repeal, modification, amendment, interpretation
or other changes in applicable law or U.S. GAAP or any regulatory environment or regulatory enforcement environment;
the execution, public announcement or pendency of the merger agreement and the anticipated consummation
of the merger or the other transactions contemplated thereby, including:
the identity of SMS USA or the announcement by SMS USA or any of its affiliates of its or their
plans or intentions with respect to Corindus,
any departure or termination of any officers, directors, employees or independent contractors of
Corindus or any of its subsidiaries, or
the termination or potential termination of (or the failure or potential failure to renew or enter
into) any contracts with, or any other adverse development (or potential adverse development) in Corindus’ relationships
with any of its customers, suppliers, distributors, partners or other business relationships of Corindus, or any litigation arising
from allegations of any breach of fiduciary duty or violation of law relating to the merger or the merger agreement;
any action expressly required to be taken pursuant to the merger agreement; ou
any action taken at the express written direction of SMS USA given after the date of the merger
agreement;

provided, further, however, that in
the cases of the first, second, fifth and sixth sub-bullets above, to the extent Corindus and its subsidiaries, taken as a whole, are disproportionately
affected thereby in relation to other companies in the medical device industry, such effects, changes, developments, events, circumstances,
occurrences, conditions, facts or states of facts may be taken into account in determining whether a Company Material Adverse Effect
has occurred to the extent of such disproportionate impact; ou

on the ability of Corindus to perform its obligations under the merger agreement or to consummate
the merger and the other transactions contemplated by the merger agreement.

For purposes of
the merger agreement, a “Parent Material Adverse Effect” means the impairment in any material respect of the ability
of SMS USA or Merger Sub, as the case may be, to perform its obligations under the merger agreement or to consummate the merger
and pay the Aggregate Merger Consideration and other amounts required to be paid by SMS USA and Merger Sub under the merger agreement,
or otherwise prevent, materially delay or materially impair the consummation of the merger and the other transactions contemplated
by the merger agreement.

Conduct
of Business Pending the Merger

The merger agreement
provides that, subject to certain exceptions in the disclosure letter delivered by Corindus in connection with the merger agreement,
and except as may be expressly required by the merger agreement, required by law or as consented to by SMS USA in writing (such
consent not to be unreasonably withheld, conditioned or delayed), as required by the terms of certain material contracts of Corindus
in effect as of the date of the merger agreement, during the period from the date of the merger agreement to the effective time
(or the date, if any, on which the merger agreement is terminated by its terms), (i) Corindus will, and will cause each of its
subsidiaries to conduct its business, in all material respects in the ordinary course of business and in a manner consistent with
past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve its assets and business
organization intact in all material respects and maintain its existing business relations and goodwill with customers, suppliers,
licensors, distributors, governmental authorities, employees and business partners, in each case whose business relationships are
material to Corindus and its subsidiaries, taken as a whole, and (ii) Corindus will not, and will cause each of its subsidiaries
not to, directly or indirectly:

amend its certificate of incorporation or bylaws or similar organizational or governing documents
of any of its subsidiaries;

adjust, split, reverse split, combine, subdivide, reclassify, redeem, purchase, repurchase or otherwise
acquire, directly or indirectly, or amend the terms of, Corindus’ or any of its subsidiaries’ securities, except as
may be required pursuant to the terms of the Corindus preferred stock or Corindus warrants or for any acquisitions or deemed acquisitions
of any equity securities of Corindus in connection with the forfeiture of, or the withholding of taxes in connection with the exercise,
vesting or settlement of, any Corindus equity award or Corindus warrant;
issue, sell, pledge, modify, transfer, dispose of, encumber or grant, or authorize the same with
respect to, directly or indirectly, any of Corindus’ or any of its subsidiaries’ securities, other than upon the exercise
of Corindus options or vesting of Corindus restricted stock unit awards outstanding as of August 7, 2019 (or permitted to be granted
pursuant to the merger agreement after such date), upon the conversion of Corindus preferred stock and upon the exercise of Corindus
warrants outstanding as of August 7, 2019, in accordance with their respective terms;
other than cash dividends by any Corindus subsidiary to its respective parent and ordinary course
accretion with respect to Corindus preferred stock, declare, set aside, authorize, make or pay any dividend or other distribution
payable in cash, stock, property or otherwise with respect to Corindus’ or any of its subsidiaries’ securities;
other than as required by any Corindus employee benefit plan in existence as of August 7, 2019,
establish, adopt, enter into, materially amend or terminate any benefit plan; grant or pay, or commit to grant or pay, any bonus,
incentive or profit-sharing award or payment, or increase the base salary or cash bonus opportunity of any of our directors, officers,
employees, or consultants, except in the case of increases in annual base salaries for employees below the rank or title of Vice
President, at times and in dollar amounts in the ordinary course of business in connection with our annual salary review process
consistent with past practice; accelerate or take any action to accelerate any payment or benefit, or the funding of any payment
or benefit, payable or to become payable to any of our current or former directors, officers, employees, or consultants; įeiti
into, extend, amend, or modify, or terminate any employment, severance, termination, change in control, retention, individual consulting
or other similar agreement with any of our current or former directors, officers, employees, or consultants or individual service
providers (other than offer letters that provide for at-will employment without any severance, retention or change in control benefits
for newly hired employees or individual service providers who are hired in the ordinary course of business and consistent with
past practice and whose annual base compensation does not exceed $200,000 individually (or $250,000 individually, in the case of
sales representatives)); communicate with employees regarding the compensation or benefits they will receive following the effective
time, unless such communication is (i) approved by SMS USA in advance of such communication or (ii) required by applicable law;
or, except as may be required by U.S. GAAP, materially change any actuarial or other assumptions used to calculate funding obligations
with respect to any benefit plan or materially change the manner in which contributions to such plans are made or the basis on
which such contributions are determined;
hire, promote or terminate the employment of (other than for cause, death or disability) any employee
with annual base compensation above $200,000 (or $250,000 in the case of sales representatives);
take any action requiring notice to employees, or triggering any other obligations, under the WARN
Act or any similar state, local or foreign law;
waive, release or limit any restrictive covenant of any current or former employee or independent
contractor of Corindus or any Corindus subsidiary;
make any loan or advance to (other than travel and similar advances to its employees in the ordinary
course of business and consistent with past practice), or capital contribution to, or investment (other than purchases of inventory
or supplies in the ordinary course of business consistent with past practice or permitted capital expenditures) in, any person
(other than direct or indirect wholly owned subsidiaries of Corindus) in excess of $200,000 in the aggregate;

forgive any loans or advances to any officers, employees or directors of Corindus or its subsidiaries,
or any of their respective affiliates, or change its existing borrowing or lending arrangements for or on behalf of any of such
persons pursuant to an employee benefit plan or otherwise, except in the ordinary course of business in connection with relocation
activities to any employees of Corindus or its subsidiaries;
acquire (including by merger, consolidation, acquisition of stock or assets or otherwise) any corporation,
partnership, limited liability company, joint venture, other business organization, any division of any of the foregoing, any equity
interest in any of the foregoing, or all or any material portion of the assets, business or properties of any person (excluding
ordinary course purchases consistent with past practice of inventory, surgical instruments, and supplies);
sell, pledge, dispose of, transfer, abandon, lease (as lessor), license (other than as addressed
below), mortgage, incur any lien (other than permitted liens) on or otherwise transfer or encumber any portion of the tangible
or intangible (other than intellectual property, addressed below) material assets, business, or real property of Corindus or any
of its subsidiaries except in connection with services provided in the ordinary course of business and consistent with past practice,
sales of product inventory in the ordinary course of business and consistent with past practice, sales of obsolete assets, transactions
solely among Corindus and one or more of its wholly owned subsidiaries or solely among such subsidiaries, or sales, leases or other
dispositions of assets with a fair market value in an amount not in excess of $100,000 in the aggregate;
enter into any new line of business that is material to the business of Corindus and its subsidiaries,
taken as a whole;
other than as expressly required pursuant to the terms thereof, pay, discharge or satisfy any indebtedness
that has a prepayment cost, “make whole” amount, prepayment penalty or similar obligation (other than indebtedness
incurred by Corindus or its wholly owned subsidiaries and solely owed to Corindus or such subsidiaries) or cancel any material
indebtedness or settle, waive or amend any material claims or rights of substantial value;
incur, create, assume or otherwise become liable or responsible for any indebtedness, other than
indebtedness by Corindus or its wholly owned subsidiaries in the ordinary course of business consistent with past practice;
issue or sell any debt securities of Corindus or any of its subsidiaries, including rights to acquire
any debt securities of Corindus or any of its subsidiaries;
negotiate, amend, extend, renew (except with respect to software license and product development
contracts, pursuant to the renewal provisions thereof), terminate or enter into, or agree to any material amendment or material
modification of, or waive, release or assign any material rights under, any material contract, contract with a material supplier
or material lease;
negotiate, amend, modify, enter into or terminate any labor agreement, except as required pursuant
to an applicable contract in effect as of August 7, 2019;
make any material change to its or any of its subsidiaries’ methods, policies and procedures
of accounting, except as required by U.S. GAAP or Regulation S-X of the Exchange Act or other applicable law;
except as set forth in Corindus’ existing capital budget or as relates to the purchase of
inventory or surgical instruments in the ordinary course of business, make or authorize any capital expenditure exceeding $500,000
in the aggregate;
agree to release, compromise, assign, settle, or resolve, any threatened or pending proceeding,
other than settlements that result solely in monetary obligations involving payment (without the admission of wrongdoing) by Corindus
or any of its subsidiaries of an amount not greater than $250,000 (net of insurance proceeds) in the aggregate;
fail to use commercially reasonable efforts to maintain in effect material insurance policies covering
Corindus and its subsidiaries and their respective properties, assets and businesses;

(i) sell, transfer, assign, lease, license or otherwise dispose of (whether by merger, stock or
asset sale or otherwise) to any person any rights to any intellectual property material to Corindus and its subsidiaries, taken
as a whole, subject to certain exceptions, (ii) fail to use all reasonable efforts not to cancel, dedicate to the public, disclaim,
forfeit, reissue, reexamine or abandon without filing a substantially identical counterpart in the same jurisdiction with the same
priority or allow to lapse (except with respect to patents expiring in accordance with their terms) any intellectual property of
Corindus and its subsidiaries material to Corindus and its subsidiaries, taken as a whole, (iii) fail to use all reasonable efforts
to make any filing, pay any fee, or take any other action necessary to prosecute and maintain in full force and effect any registered
intellectual property of Corindus and its subsidiaries, including allowing any such patent families with pending applications to
close by not filing a continuing application, (iv) make any change in intellectual property of Corindus and its subsidiaries that
is or would reasonably be expected to materially impair Corindus’ or any of its subsidiaries’ rights with respect to
Corindus’ intellectual property, (v) disclose to any person any trade secrets, know-how or confidential or proprietary information
(except in the case of confidential or proprietary information, in the ordinary course of business to a person subject to confidentiality
obligations), or (vi) fail to take or maintain reasonable measures to protect the confidentiality and value of material trade secrets
included in intellectual property owned by Corindus and its subsidiaries;
except as required by applicable law, (i) make or change any material tax election or adopt or
change any material method of tax accounting, (ii) file any material amended tax return, (iii) settle or compromise any audit,
assessment or other proceeding relating to taxes, (iv) agree to an extension or waiver of the statute of limitations with respect
to taxes, (v) enter into any “closing agreement” within the meaning of Section 7121 of the Internal Revenue Code of
1986 (the “Code”) (or any similar provision of state, local or non-U.S. law), or (vi) surrender any right to claim
a tax refund;
merge or consolidate Corindus or any of its subsidiaries with any party or person or adopt a plan
of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Corindus or any of
its subsidiaries;
enter into or adopt any stockholder rights plans (or similar plans commonly referred to as a “poison
pill”); ou
enter into any agreement, contract, commitment or arrangement to do, or adopt any resolutions approving
or authorizing, or publicly announcing an intention to do, any of the above actions.

Notwithstanding
the above, nothing contained in the merger agreement gives SMS USA or Merger Sub or any of their respective affiliates the right
to control or direct Corindus’ or its subsidiaries’ operations prior to the effective time.

Autres
Covenants and Agreements

Access
and Information

Subject to certain
exceptions and limitations, from August 7, 2019 until the earlier of the effective time and the date, if any, on which the merger
agreement is terminated, Corindus will, and will cause its subsidiaries to, afford SMS USA and Merger Sub and their respective
representatives reasonable access, to be coordinated through Corindus or its designated representatives in accordance with such
reasonable procedures as they may establish, during normal business hours and upon reasonable notice, to the officers, employees,
agents, properties, books, contracts and records of Corindus and its subsidiaries. In addition, during such same period and subject
to certain exceptions and limitations, Corindus will, and will cause its subsidiaries to, reasonably promptly furnish all other
information concerning the business, properties and personnel of Corindus and its subsidiaries as SMS USA or Merger Sub may reasonably
request.

No
Solicitation; Company Acquisition Proposals

From and after
the date of the merger agreement until the earlier of the effective time or the date, if any, on which the merger agreement is
terminated by its terms, except as expressly permitted in connection with a Company Acquisition Proposal or Company Superior Proposal,
Corindus may not (and will not permit its subsidiaries and its and their respective affiliates and representatives to): (i) initiate,
seek, solicit, facilitate or knowingly encourage, or knowingly induce the making, submission or announcement of, any Company Acquisition
Proposal, (ii) enter into, continue or otherwise participate in any negotiations or discussions with, or furnish or cause to be
furnished any non-public information or data to, or furnish access to Corindus’ (or any of its subsidiaries’) properties
with respect to, any third party (other than SMS USA or any of its affiliates or representatives) relating to any Company Acquisition
Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any Company Acquisition Proposal (other
than informing any persons of the non-solicitation provisions in the merger agreement), or grant any waiver or release under (or
terminate, amend or modify any provision of) any confidentiality agreement to which Corindus is a party except to the extent to
allow an applicable party to make a Company Acquisition Proposal, (iii) execute or enter into any binding or non-binding letter
of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint
venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding relating to or in connection
with, or that is intended to lead to, any Company Acquisition Proposal (each, an “Alternative Acquisition Agreement”),
(iv) submit any Company Acquisition Proposal or Company Superior Proposal to the Corindus stockholders for their approval, or (v)
resolve to do, or agree or publicly announce an intention to do, any of the foregoing.

Notwithstanding
the restrictions described in the foregoing paragraph, if Corindus or any of its subsidiaries receive, at any time following August
7, 2019, and prior to obtaining the Company Stockholder Approval, a bona fide written Company Acquisition Proposal from a third
party that did not result from a breach of the non-solicitation and related provisions of the merger agreement then Corindus may
contact such third party to clarify the terms and conditions of such Company Acquisition Proposal and, further, if the Board (or
a duly authorized committee thereof) determines in good faith, after consultation with Corindus’ financial advisors and outside
legal counsel, that (i) such Company Acquisition Proposal constitutes or could reasonably be expected to lead to or result in a
Company Superior Proposal and (ii) the failure to take the action described in the immediately following clause (x) or (y) would
be reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law, then Corindus may (x)
furnish information concerning its business, properties or assets to the third party making such Company Acquisition Proposal pursuant
to a customary confidentiality agreement that (1) does not contain any provision prohibiting or otherwise restricting Corindus’
ability to comply with any of the terms of the merger agreement and (2) contains provisions that are no less favorable in the aggregate
to Corindus, or less restrictive to the party making such Company Acquisition Proposal in the aggregate (in comparison to SMS USA),
than those contained in the confidentiality agreement between Corindus and SMS USA (provided, however, that such agreement need
not contain any standstill agreement or similar obligation) and (y) negotiate and participate in discussions and negotiations with
such third party concerning the Company Acquisition Proposal.

Corindus will provide
SMS USA (i) prompt notice (and in any event within 48 hours) of the receipt of any Company Acquisition Proposal (including, if
applicable, a complete, unredacted copy of such Company Acquisition Proposal), (ii) prompt notice (and in any event within 48 hours)
of any inquiries, proposals or offers received by Corindus, or any of its subsidiaries or any of its or their respective representatives
concerning a Company Acquisition Proposal, or proposal that is reasonably likely to constitute or lead to or result in a Company
Acquisition Proposal, and disclose the identity of the other party (or parties) and, if applicable, the material terms (including
any amendments thereto) of such inquiry, offer or proposal, and (iii) promptly (and in any event within 48 hours) all information,
including copies of all written materials, provided by Corindus or any of its subsidiaries or its or their respective representatives
to such third party but not previously provided to SMS USA. Corindus will keep SMS USA reasonably informed on a reasonably prompt
basis (and, in any case, within 48 hours) of any significant development, discussions or negotiations (including amendments and
proposed amendments) relating to any such Company Acquisition Proposal or any material change to the financial or other material
terms of any such Company Acquisition Proposal or such other inquiry, offer or proposal (including by providing copies of all required
proposals related thereto that have not already been provided pursuant to the provisions of the merger agreement described in clauses
(i) and (ii) above).

Except as expressly
permitted by the merger agreement in respect of a Company Superior Proposal or an Company Intervening Event, neither the Board
nor any committee thereof shall (i) withdraw, qualify or modify in a manner adverse to SMS USA, or publicly propose to withdraw,
qualify or modify in a manner adverse to SMS USA, the Company Recommendation (as defined below), (ii) approve, authorize, declare
advisable, endorse or recommend (or publicly propose to approve, authorize, declare advisable, endorse or recommend) any Company
Acquisition Proposal, (iii) fail to include in this proxy statement the Company Recommendation, (iv) fail to recommend against
any Company Acquisition Proposal that is a tender or exchange offer subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation
Statement on Schedule 14D-9 within ten business days after the commencement (within the meaning of Rule 14d-2 under the Exchange
Act) of such tender or exchange offer (any action described in clauses (i) through (iv) of this sentence being referred to as a
“Company Adverse Recommendation Change”), or (v) adopt or approve, or propose to adopt or approve, or allow Corindus
or any of its subsidiaries to execute or enter into, any Alternative Acquisition Agreement.

Notwithstanding
anything in the merger agreement to the contrary, if at any time prior to receipt of the Company Stockholder Approval, Corindus
or the Board receives a Company Superior Proposal, the Board may authorize and cause Corindus to effect a Company Adverse Recommendation
Change and/or terminate the merger agreement while concurrently entering into a definitive agreement providing for such Company
Superior Proposal (subject to satisfaction of Corindus’ termination fee obligations described below), if (i) the Board determines
in good faith, after consultation with Corindus’ outside legal counsel, that the failure to take such action would reasonably
be expected to be inconsistent with the Board’s fiduciary duties under applicable law, (ii) Corindus has notified SMS USA
in writing that it intends to take such action, (iii) Corindus has provided SMS USA a copy of the proposed definitive agreements
(and any related agreements) relating to such Company Superior Proposal (and has informed SMS USA of the identity of the third
party making such Company Superior Proposal), and (iv) if prior to 11:59 p.m., New York City time, on the second business day following
the notice delivered pursuant to clause (ii) of this sentence, Corindus and its representatives shall have received a written proposal
made by SMS USA to amend the merger agreement or enter into an alternative transaction with Corindus, the Board shall have determined
in good faith (after consultation with Corindus’ financial advisor and outside legal counsel), after considering and taking
into account the terms of any proposed amendment or modification to the merger agreement or a possible alternative transaction
made by SMS USA in writing solely during such period, that (1) the Company Acquisition Proposal that is the subject of the notice
described in clause (ii) of this sentence still constitutes a Company Superior Proposal and (2) the failure to take such action
would reasonably be expected to be inconsistent with the Board’s fiduciary duties under applicable law.

For purposes of
the merger agreement, “Company Acquisition Proposal” means:

a proposal or offer (whether or not in writing) from any third party (other than SMS USA or any
of its subsidiaries) relating to, or that would reasonably be expected to lead to (in one transaction or a series of transactions),
any (i) merger, consolidation, share exchange, business combination, recapitalization, reorganization, dissolution, liquidation,
joint venture or similar transaction involving Corindus or any subsidiary of Corindus, pursuant to which any third party or group
of related parties would beneficially own or control, directly or indirectly, 15% or more (on a non-diluted basis) of any class
of equity or voting securities of Corindus or any resulting parent company of Corindus, (ii) sale, lease, license or other disposition,
directly or indirectly, of assets of Corindus (including capital stock or other equity interests of any of its subsidiaries) or
any subsidiary of Corindus, in each case, representing in the aggregate 15% or more of the consolidated assets, net revenues or
net income of Corindus and its subsidiaries taken as a whole, (iii) issuance or sale or other disposition of capital stock or other
equity interests representing 15% or more (on a non-diluted basis) of any class of equity or voting securities of Corindus, (iv)
tender offer, exchange offer or any other transaction or series of transactions that, if consummated, would result in any third
party or group of related parties, directly or indirectly, beneficially owning or having the right to acquire beneficial ownership
of capital stock or other equity interests representing 15% or more (on a non-diluted basis) of any class of equity or voting securities
of Corindus or (v) a combination of the foregoing.

For purposes of
the merger agreement, “Company Recommendation” means:

the recommendation of the Board that the Corindus stockholders adopt the merger agreement and approve
the transactions contemplated by the merger agreement, including the merger.

For purposes of
the merger agreement, “Company Stockholder Approval” means:

the affirmative vote of the holders of a majority of the voting power of the outstanding shares
of Corindus common stock and Corindus preferred stock, voting together as a single class, with holders of Corindus preferred stock
entitled to cast a number of votes per share of Corindus preferred stock as determined in accordance with Section 11(a) of the
certificate of designation.

For purposes of
the merger agreement, “Company Superior Proposal” means:

a bona fide written Company Acquisition Proposal made after the date of the merger agreement (provided,
however, that for purposes of this definition, references to 15% in the definition of “Company Acquisition Proposal”
shall be deemed to be references to 50%) that did not result from a breach of the non-solicitation covenants of the merger agreement
and is on terms that the Board determines in good faith, after consultation with Corindus’ financial advisor and outside
legal counsel, (i) to be reasonably likely to be consummated if accepted and (ii) to be more favorable to holders of Corindus common
stock from a financial point of view than the merger and the other transactions contemplated by the merger agreement, in each case
of clause (i) and (ii), taking into account at the time of determination all legal, financial, regulatory and other aspects or
conditions of such Company Acquisition Proposal as the Board (or a duly authorized committee thereof) considers to be relevant
or appropriate (including any financing requirements and the ability of the person making such proposal to consummate the transactions
contemplated by such proposal) and of the merger agreement and any proposed amendments or modifications to the terms of the merger
agreement offered by SMS USA in response to such Company Acquisition Proposal.

Notwithstanding
anything in the merger agreement to the contrary, other than in connection with a Company Superior Proposal (which is addressed
above), prior to obtaining the Company Stockholder Approval, the Board may, in response to a Company Intervening Event (as defined
below), effect a Company Adverse Recommendation Change if (i) the Board determines in good faith, after consultation with Corindus’
outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the Board’s
fiduciary duties under applicable law; and (ii) Corindus has notified SMS USA in writing that it intends to effect such a Company
Adverse Recommendation Change (which notice shall reasonably specify the facts and circumstances providing the basis of the Company
Intervening Event and for the Board’s determination to effect the Company Adverse Recommendation Change).

For purposes of
the merger agreement, “Company Intervening Event” means:

any effect, change, development, event, occurrence or circumstance that is material to Corindus
and its subsidiaries, taken as a whole, that was not known to the Board on August 7, 2019 (or if known, the material consequences
of which were not known to the Board as of August 7, 2019), which effect, change, development, event, occurrence or circumstance,
or any consequence thereof, becomes known to the Board prior to obtaining the Company Stockholder Approval and did not result from
or arise out of the announcement or pendency of, or any actions required to be taken by Corindus (or to be refrained from being
taken by Corindus) pursuant to the merger agreement; provided, however, that in no event shall the following events, circumstances,
or changes in circumstances constitute an Intervening Event: (i) the receipt, existence, or terms of a Company Acquisition Proposal
or any matter relating thereto or consequence thereof or any inquiry, proposal, offer, or transaction from any third party relating
to or in connection with a transaction of the nature described in the definition of “Company Acquisition Proposal”
(which, for the purposes of the Intervening Event definition, shall be read without reference to the percentage thresholds set
forth in the definition thereof); (ii) any change in the price, or change in trading volume, of Corindus common stock (provided,
however, that the exception to this clause (ii) shall not apply to the underlying causes giving rise to or contributing to such
change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred).

The merger agreement
provides that nothing therein will prohibit Corindus or the Board from (i) taking and disclosing to Corindus stockholders a position
contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or from issuing a “stop, look and listen”
statement pending disclosure of its position thereunder or (ii) making any disclosure to its stockholders if the Board has determined
in good faith, after consultation with Corindus’ outside legal counsel, that the failure to do so would reasonably be expected
to be inconsistent with the Board’s fiduciary duties under applicable law; provided, however, that (1) in no event will the
foregoing clause permit Corindus or the Board to make a Company Adverse Recommendation Change except as otherwise permitted as
described above in respect of a Company Superior Proposal or Company Intervening Event, (2) in no event shall this provision affect,
modify or supplement the definition of Company Adverse Recommendation Change (or to the consequences thereof in accordance with
the merger agreement), and (3) any such disclosure (other than issuance by Corindus of a “stop, look and listen” communication
of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or
declaration of advisability by the Board with respect to the merger agreement or a Company Acquisition Proposal shall be deemed
to be a Company Adverse Recommendation Change unless the Board in connection with such communication publicly states that its recommendation
with respect to the merger agreement has not changed or refers to the prior recommendation of the Board, without disclosing any
Company Adverse Recommendation Change; provided, further that any factually accurate public statement that describes Corindus’
receipt of a Company Acquisition Proposal and the operation of the merger agreement with respect thereto shall not be deemed to
be a Company Adverse Recommendation Change.

Société
Stockholder Meeting and Related Actions

Subject to the
Board not having effected a Company Adverse Recommendation Change or earlier termination of the merger agreement, Corindus (i)
is required to duly call, give notice of, convene and hold, as promptly as practicable after the SEC clearance of this proxy statement,
a special meeting of the Corindus stockholders, in accordance with applicable law, its constituent documents and the rules of the
NYSE American, for the purpose of considering and voting on the adoption of the merger agreement, the merger and other transactions
contemplated by the merger agreement and shall submit such proposal to such holders at the special meeting, (ii) except for a proposal
to adjourn the special meeting, if there are insufficient affirmative votes represented at the special meeting to obtain the Company
Stockholder Approval, will not submit any other proposal to such stockholders without SMS USA’s prior written consent (which
consent shall not be unreasonably conditioned, withheld or delayed), and (iii) may not adjourn or otherwise postpone or delay the
special meeting without SMS USA’s prior written consent; however, Corindus may adjourn or postpone the special meeting without
SMS USA’s prior written consent (A) to the extent necessary to ensure that any required supplement or amendment to this proxy
statement is provided to the Corindus stockholders, provided, that Corindus has reasonably consulted with SMS USA prior to such
adjournment or postponement, (B) if as of the time for which the special meeting is originally scheduled (as set forth in this
proxy statement) there are insufficient shares of Corindus common stock and Corindus preferred stock represented (either in person
or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, or (C) in order to solicit additional
proxies if necessary to obtain the Company Stockholder Approval. Subject to the Board not having effected a Company Adverse Recommendation
Change, Corindus will, through the Board, make the Company Recommendation, include the Company Recommendation in this proxy statement
and use its reasonable efforts to solicit from its stockholders proxies in favor of the adoption of the merger agreement.

Employee
Matters

For a period of
no less than 12 months following the effective time, SMS USA or the surviving corporation (or one of their affiliates) will provide
to each continuing employee:

an annual base salary at least equal to the annual base salary provided to such continuing employee
immediately prior to the merger;
cash bonus and cash incentive opportunities that are no less favorable than the cash bonus and
cash incentive opportunities provided to such continuing employee as of immediately prior to the merger;
severance payments and benefits that are no less favorable than the severance payments and benefits
to which such continuing employee would be entitled under the applicable benefit plan in effect as of immediately prior to the
merger; et
employee benefits that are no less favorable (in the aggregate) to the employee benefits (excluding
for such purposes any defined benefit pension benefits and any equity-based compensation plans) provided to such continuing employee
as of immediately prior to the merger.

If the closing
occurs prior to December 31, 2019 or after December 31, 2019 but before the payment of bonuses for the 2019 fiscal year, SMS USA
or its subsidiaries will pay an annual bonus for 2019 to each eligible employee of Corindus based on actual performance levels
as of August 7, 2019, extrapolated through December 31, 2019, which payment will be made at the same time as such bonuses would
ordinarily be paid to eligible employees by Corindus pursuant to the terms of its bonus plans. If the closing occurs during the
2020 fiscal year, SMS USA or its subsidiaries will pay a pro-rated annual bonus under the applicable Corindus bonus plans in respect
of the portion of the 2020 fiscal year that occurs prior to the closing date to each eligible employee of Corindus based on target
level performance through the closing date, which payment will be made within 30 days following the closing date.

As of the effective
time and thereafter, SMS USA will provide (or will cause the surviving corporation to provide) that periods of employment with
Corindus or any of its subsidiaries prior to the merger will be taken into account for purposes of determining the eligibility
for participation and vesting and benefit accrual of any continuing employee under employee benefit plans, programs and policies
maintained by SMS USA, the surviving corporation or their affiliates in which such continuing employees become participants (excluding
any defined benefit pension plan or employer subsidized retiree medical benefits).

With respect to
each health or welfare benefit plan maintained by SMS USA, the surviving corporation or any of their respective affiliates for
the benefit of continuing employees (including any medical, dental, pharmaceutical or vision benefit plans), SMS USA will (i) cause
to be waived any eligibility waiting periods, any evidence of insurability requirements or required physical examinations, actively-at-work
requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or satisfied
under the comparable health or welfare benefit plan of Corindus or any of its subsidiaries immediately prior to the effective time;
and (ii) cause each continuing employee to be given credit under such plan for all amounts paid (or otherwise deemed paid) by such
continuing employee under any similar benefit plan for the plan year that includes the effective time for purposes of applying
deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions
of the plans maintained by SMS USA, the surviving corporation or any of their respective affiliates, as applicable, for the plan
year in which the effective time occurs.

If requested in
writing by SMS USA, Corindus will terminate, effective as of immediately prior to the closing, any and all benefit plans intended
to include a 401(k) arrangement. SMS USA shall, or shall cause one of its subsidiaries or affiliates to, cause a 401(k) arrangement
sponsored by SMS USA (or such subsidiary or affiliate) to permit each continuing employee participating in a terminated 401(k)
arrangement to elect to rollover his or her account balances in such terminated 401(k) arrangement into the applicable SMS USA
(or its subsidiary’s or affiliate’s) plan.

Efforts
to Consummate the Merger

Corindus, SMS USA
and Merger Sub will each use its reasonable best efforts to consummate and make effective the transactions contemplated by the
merger agreement and to cause the conditions to the merger to be satisfied, including using reasonable best efforts to accomplish
the following: (i) the obtaining of all necessary actions or non-actions, consents and approvals from governmental authorities
or other third parties necessary in connection with the consummation of the transactions contemplated by the merger agreement,
including the merger, and (ii) the making of all necessary registrations and filings and the taking of all reasonable steps as
may be necessary to obtain approval from, or to avoid a proceeding by, any governmental authority or other persons necessary in
connection with the consummation of the transactions contemplated by the merger agreement, including the merger.

Corindus, SMS USA
and Merger Sub will each as promptly as reasonably practicable after August 7, 2019, upon a date to be mutually agreed upon by
them, make its respective filings under the HSR Act.

Corindus, SMS USA
and Merger Sub will each furnish to the other such necessary information and reasonable assistance as the other may reasonably
request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding
to any investigation or other inquiry from a governmental authority or in connection with any proceeding initiated by a private
party, in each case, under any applicable antitrust laws, including (i) promptly informing the other party of such inquiry or proceeding;
(ii) consulting in advance before making any presentations or submissions to a governmental authority, or in connection with any
such proceeding, to any other party, and supplying each other with copies of all material correspondence, filings or communications
between either party and any governmental authority, or in connection with any such proceeding, between either party and any other
party with respect to the merger agreement; and (iii) providing the other party with a reasonable advance opportunity to review
and comment upon and consider in good faith the views of the other party in connection with all written communications between
either party and any governmental authority, or in connection with any such proceeding. In addition, Corindus, SMS USA and Merger
Sub will each give reasonable notice to and consult with the other party in advance of any meeting or substantive telephone call
or conference with any governmental authority, or in connection with any such proceeding, with any other party, and to the extent
permitted by the governmental authority, give the other party the opportunity to attend and participate in such meeting, telephone
call or conference.

Notwithstanding
anything in the merger agreement to the contrary, none of SMS USA or any of its affiliates will be required to enter into one or
more agreements prior to the closing of the merger with respect to any transaction to divest, hold separate or otherwise take any
action that limits SMS USA’s or any of its affiliates’ (including, following the closing, Corindus’ or any of
its subsidiaries’) freedom of action, ownership or control with respect to, or their ability to retain or hold, directly
or indirectly, any of their respective businesses, assets, equity interests, product lines or properties (referred to as a “Divestiture
Action”); or take any Divestiture Action or otherwise agree to or proffer to sell, divest, hold separate, lease, license,
transfer, dispose of or otherwise encumber or impair or take any other action with respect to SMS USA’s or any of its affiliates’
ability to own or operate any assets, properties, businesses or product lines of SMS USA or any of its affiliates (including, following
the closing, any assets, properties, businesses or product lines of Corindus or its subsidiaries) and none of SMS USA or any of
its affiliates will be required to take any such action in connection with any action or proceeding by a third party other than
a governmental authority and Corindus will not, and will not permit any of its subsidiaries to, unless requested by SMS USA, commit
to or effect any action contemplated by this paragraph.

Miscellaneous
Covenants

The merger agreement
contains additional agreements among Corindus, SMS USA and Merger Sub relating to, among other matters:

indemnification of each director and officer of Corindus at or prior to the effective time, and
the provision of directors’ and officers’ liability insurance and fiduciary liability insurance, which is described
in greater detail in the section entitled “The Merger – Interests of Corindus’ Executive Officers and Directors in
the Merger – Directors’ and Officers’ Indemnification and Insurance” beginning on page 61 of this proxy
statement;
the preparation and filing by Corindus of this proxy statement with the SEC and cooperation in
response to any comments from the SEC with respect to this proxy statement;
delivery of a consent executed by Merger Sub evidencing its approval and adoption of the merger,
merger agreement and other transactions contemplated thereby;
notification upon the occurrence or non-occurrence of certain matters;
the coordination of press releases and other public announcements or filings relating to the transactions;
recordation of ownership of certain registered intellectual property of Corindus in the name of
Corindus or its subsidiaries;
actions necessary to cause Merger Sub to perform its obligations under the merger agreement;
dispositions of Corindus common stock (including derivative securities with respect thereto) resulting
from the transactions contemplated by the merger agreement by each individual who is subject to the reporting requirements of Section
16(a) of the Exchange Act with respect to Corindus immediately prior to the effective time to be exempt under Rule 16b-3 promulgated
under the Exchange Act;
the repayment and termination of Corindus’ existing financing arrangement, as amended, with
two lenders and delivery of payoff letters in connection therewith;
the delisting of Corindus and of the shares of Corindus common stock from the NYSE American and
the deregistration of Corindus common stock under the Exchange Act;
anti-takeover statutes that become applicable to the transactions;

any stockholder litigation against Corindus and/or its directors or its executive officers relating
to or in connection with the merger agreement, the merger or any other transactions contemplated by the merger agreement; et
delivery of resignations, upon SMS USA’s request, executed by each director of Corindus and
its subsidiaries effective as of the effective time.

Conditions
to the Merger

The obligations
of each of Corindus, SMS USA and Merger Sub to consummate the merger and the other transactions contemplated by the merger agreement
are subject to the satisfaction or (to the extent permitted by law) waiver by Corindus and SMS USA at or prior to the effective
time of the following conditions:

Corindus shall have obtained the Company Stockholder Approval;
the expiration or termination of the applicable waiting period under the HSR Act; et
no governmental authority of competent jurisdiction issuing or entering any order, including any
injunction, after August 7, 2019, and no law having been enacted or promulgated after August 7, 2019, in each case, that is then
in effect and has the effect of restraining, enjoining or otherwise prohibiting the consummation of the merger or the other transactions
contemplated by the merger agreement.

The respective
obligations of SMS USA and Merger Sub to effect the merger and the other transactions contemplated by the merger agreement are
also subject to the satisfaction or (to the extent permitted by law) waiver by SMS USA at or prior to the effective time of the
following conditions:

certain representations and warranties of Corindus in the merger agreement made with respect to
capitalization and certain capitalization-related matters (except for any de minimis inaccuracy), and absence of certain
changes or events in respect of a Company Material Adverse Effect must be true and correct in all respects as of the date of the
merger agreement and as of the effective time as if made at and as of such time (except that any such representation or warranty
that is made as of a specified date must be so true and correct as of such specified date); certain representations and warranties
of Corindus in the merger agreement made with respect to organization, corporate authority relative to the merger agreement, the
Board approvals of the merger agreement and the merger, the absence of conflicts with Corindus’ governing documents, takeover
statutes, brokers and the opinion of financial advisors (without giving effect to any materiality, Company Material Adverse Effect
or similar qualifiers) must be true and correct in all material respects as of the date of the merger agreement and as of such
time as if made at and as of such time (except that any such representation or warranty that is made as of a specified date or
time must be so true and correct as of such specified date or time); all other representations and warranties of Corindus in the
merger agreement (without giving effect to any materiality, Company Material Adverse Effect or similar qualifiers) must be true
and correct in all respects as of the date of the merger agreement and as of the effective time as if made at and as of the effective
time (except that any such representation or warranty that is made as of a specified date or time must be so true and correct as
of such specified date or time), except where the failure to be true and correct, individually or in the aggregate, has not had,
and would not reasonably be expected to have, a Company Material Adverse Effect;
Corindus must have performed or complied in all material respects with all covenants and agreements
contained in the merger agreement to be performed or complied with on or prior to the effective time;
since the date of the merger agreement, there shall not have been any effect, change, development,
event, circumstance, occurrence, condition, fact or state of facts that has had or would reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect;
SMS USA must have received a certificate signed by an executive officer of Corindus certifying
that each of the conditions set forth in the preceding three bullet points have been satisfied; et
Corindus must have delivered executed preferred stockholder letters from each holder of Corindus
preferred stock.

The obligations
of Corindus to effect the merger and the other transactions contemplated by the merger agreement are also subject to the satisfaction
or (to the extent permitted by law) waiver by Corindus at or prior to the effective time of the following conditions:

the representations and warranties of SMS USA and Merger Sub contained in the merger agreement
(without giving effect to any materiality, Parent Material Adverse Effect or similar qualifiers) must be true and correct as of
the date of the merger agreement and as of the effective time as if made at and as of the effective time (except that any such
representation or warranty that is made as of a specified date must be so true and correct as of such specified date), except where
the failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have,
a Parent Material Adverse Effect;
SMS USA and Merger Sub must have performed or complied in all material respects with each of their
respective covenants and agreements contained in the merger agreement to be performed or complied with by it on or prior to the
effective time; et
Corindus will have received a certificate signed by an executive officer of SMS USA certifying
that each of the conditions set forth in the preceding two bullet points have been satisfied.

The merger agreement
may be terminated at any time before the effective time, whether before or after the Company Stockholder Approval is obtained (except
as otherwise expressly noted), as follows:

by mutual written consent of SMS USA and Corindus;
by either SMS USA or Corindus if:
the merger is not consummated on or before 5:00 p.m. (New York City time) on August 7, 2020 (the
“outside date”), and the terminating party’s breach of or failure to fulfill, perform or comply with its obligations
under the merger agreement in any material respect, has not been the principal cause of, or has principally resulted in, the failure
to so consummate the merger on or before the outside date;
any governmental authority of competent jurisdiction has issued or entered any final and non-appealable
order, or any law has been enacted or promulgated, that has the effect of permanently restraining, enjoining or otherwise prohibiting
the merger or other transactions contemplated by the merger agreement, and the breach of or failure of the terminating party to
fulfill, perform or comply with any of its obligations under the merger agreement, in any material respect, has not been the principal
cause of, or principally resulted in, the issuance of such order; ou
the Company Stockholder Approval has not been obtained in accordance with Corindus’ certificate
of incorporation and DGCL, whether (to the extent permitted) by written consent or at a duly convened special meeting or any postponement
or adjournment thereof, at which a vote on the adoption of the merger agreement was taken;
if SMS USA or Merger Sub has breached or failed to perform any of their respective representations,
warranties, covenants or other agreements set forth in the merger agreement in a manner that (i) results in the failure of Corindus’
conditions to consummate the merger being satisfied and (ii) such breach is not capable of being cured by the outside date, or
if capable of being cured, is not cured by SMS USA or Merger Sub on or before the earlier of the outside date and the date that
is 30 days of delivery of written notice to SMS USA of such breach or failure to perform (provided that Corindus’ right to
terminate the merger agreement pursuant to this provision will not be available if it is then in material breach of any of its
representations, warranties, covenants or agreements under the merger agreement so as to result in the failure of the closing conditions
related to the accuracy of the representations and warranties made by Corindus in the merger agreement and the performance or compliance
by Corindus, in all material respects, with all its covenants and agreements contained in the merger agreement); ou

before receipt of the Company Stockholder Approval, in order to enter into a definitive agreement
with respect to a Company Superior Proposal, to the extent permitted by, and subject to complying with the applicable terms and
conditions of its obligations in respect of Company Superior Proposals described under “The Merger Agreement – Other Covenants
and Agreements – No Solicitation; Company Acquisition Proposals” beginning on page 79 of this proxy statement, and
Corindus pays SMS USA the termination fee described below (provided that Corindus may enter into such definitive written agreement
concurrently with the termination of the merger agreement);
Corindus has breached or failed to perform any of its representations, warranties, covenants or
other agreements set forth in the merger agreement in a manner that (i) results in the failure of SMS USA’s and Merger Sub’s
conditions to consummate the merger being satisfied and (ii) such breach is not capable of being cured by the outside date, or
if capable of being cured, is not cured by Corindus on or before the earlier of the outside date and the date that is within 30
days of delivery of written notice to Corindus of such breach or failure to perform (provided that SMS USA’s right to terminate
the merger agreement pursuant to this provision will not be available if SMS USA or Merger Sub is then in material breach of any
of its representations, warranties, covenants or agreements under the merger agreement so as to result in the failure of the closing
conditions related to the accuracy of the representations and warranties made by SMS USA or Merger Sub in the merger agreement
and the performance or compliance by SMS USA or Merger Sub, in all material respects, with all its covenants and agreements contained
in the merger agreement);
on or prior to the date of the special meeting, the Board makes a Company Adverse Recommendation
Change; ou
Corindus or the Board, as applicable, materially breaches its non-solicitation obligations under
the merger agreement.

Termination
Fee

Corindus must pay
to SMS USA a termination fee of $32.515 million in the event that:

the merger agreement is terminated by (i) either SMS USA or Corindus because the merger has not
been consummated by the outside date or the Company Stockholder Approval has not been obtained, whether (to the extent permitted)
by written consent or at a duly convened special meeting or any postponement or adjournment thereof at which a vote on the adoption
of the merger agreement was taken, or (ii) SMS USA because Corindus breaches any representation, warranty, covenant or agreement
of the merger agreement and fails to timely cure such breach if curable, and:
prior to such termination, a Company Acquisition Proposal made after August 7, 2019 (1) has been
publicly disclosed and not publicly withdrawn or otherwise abandoned at least three business days prior to the special meeting
(in the case of termination for failure to obtain the Company Stockholder Approval under clause (i) above) or (2) is otherwise
known to the Board and not withdrawn (publicly, if publicly disclosed) prior to such termination in the case of termination under
clause (ii) above or for failure to consummate the merger by the outside date under clause (i) above, and
within 12 months of such termination of the merger agreement (pursuant to the foregoing clause
(i) or (ii) above), Corindus consummates a Company Acquisition Proposal with the party that made such Company Acquisition Proposal
(with references to “15%” in the definition of Company Acquisition Proposal deemed references to “50%”
for purposes of this bullet and the preceding two bullets);

Corindus terminates the merger agreement before receipt of the Company Stockholder Approval in
order to enter into a definitive agreement with respect to a Company Superior Proposal to the extent permitted by, and subject
to the applicable terms and conditions of, its obligations in respect of Company Superior Proposals described under “The
Merger Agreement – Other Covenants and Agreements – No Solicitation; Company Acquisition Proposals” beginning on page 79
of this proxy statement; ou
the merger agreement is terminated by SMS USA because, on or prior to the date of the special meeting,
(i) the Board makes a Company Adverse Recommendation Change, or (ii) Corindus or the Board, as applicable, materially breaches
its non-solicitation obligations under the merger agreement.

If we fail to pay
SMS USA the termination fee within the specified time period and, in order to obtain such payment, SMS USA commences a suit that
results in a judgment against Corindus for the payment, we will be required to reimburse SMS USA’s costs and expenses incurred
in connection with such suit, including interest. We are not required to pay the termination fee on more than one occasion. Following
receipt by SMS USA of the termination fee as a result of a termination of the merger agreement by SMS USA, we shall have no further
liability with respect to the merger agreement or the transactions contemplated thereby to SMS USA or Merger Sub.

Les coûts
Generally

Except as provided
under the termination fee provisions of the merger agreement summarized immediately above, whether or not the merger is consummated,
all expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be
paid by the party incurring such expenses.

Specific
Performance

The parties to
the merger agreement are entitled (in addition to any other remedy to which they may be entitled in law or equity) to an injunction,
specific performance or other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce
specifically the terms and provisions of the merger agreement.

Amendments;
Waiver

The merger agreement
may be amended by mutual agreement of the parties thereto in writing at any time before the closing date, whether before or after
receipt of the Company Stockholder Approval, except that no amendment may be made after receipt of the Company Stockholder Approval
if such amendment would require, pursuant to applicable law or the applicable rules of any applicable stock exchange, further approval
of the Corindus stockholders, without such further approval of the Corindus stockholders having been obtained.

At any time before
the effective time, subject to applicable law, any party to the merger agreement may (i) extend the time for the performance of
any of the obligations or other acts of any other party thereto; (ii) waive any inaccuracies in the representations and warranties
of the other party contained in the merger agreement or in any document delivered pursuant thereto; and (iii) waive compliance
by any other party to the merger agreement with any of the agreements or conditions of such party contained therein.

Governing
Law and Jurisdiction

The merger agreement
and all legal, administrative and other similar proceedings or actions (whether based on contract, tort or otherwise) arising out
of or relating to the merger agreement or the actions of the parties to the merger agreement in the negotiation, administration,
performance and enforcement of the merger agreement, will be governed by, and construed in accordance with, the laws of the State
of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Each of the parties
to the merger agreement, with respect to any legal claim or proceeding arising out of the merger agreement or the transactions
contemplated thereby, among other things, expressly and irrevocably agrees to submit to the exclusive jurisdiction of the Delaware
Court of Chancery and any appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines
to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).

Letter
of Support

In connection with
the execution of the merger agreement, on August 7, 2019, Healthineers delivered the letter of support which was accepted by Corindus,
pursuant to which, Healthineers has agreed, guaranteed and committed to the complete payment and discharge of all monetary obligations
and liabilities of SMS USA to Corindus in accordance with, and arising from, the merger agreement (other than the indemnification
obligations of SMS USA owed to directors and officers of Corindus pursuant to the merger agreement). If SMS USA defaults in the
due and punctual payment of such obligations under the merger agreement, Corindus shall be entitled to seek satisfaction and payment
of such obligations directly against Healthineers up to the Aggregate Merger Consideration after Corindus has first made written
demand for satisfaction and payment of the relevant obligations to SMS USA and the expiry of a grace period of 30 days. The letter
of support is governed by the laws of Germany (to the exclusion of its conflict of laws rules), and its terms shall be construed
according to the laws of Germany. All disputes, claims, controversies and disagreements relating to or arising in connection with
the letter of support, or its subject matter shall be subject to the exclusive jurisdiction of the courts of Germany.

MERGER
PROPOSAL
(PROPOSAL 1)

Corindus stockholders
are being asked to approve a proposal to adopt the merger agreement and approve the transactions contemplated thereby, including
the merger, which we refer to as the “merger proposal.” For a detailed discussion of the terms and conditions of the
merger agreement, see the sections entitled “The Merger Agreement” beginning on page 69 of this proxy statement
and “The Merger” beginning on page 31 of this proxy statement. A copy of the merger agreement is attached to
this proxy statement as Annex A.

The Board (other
than Mr. Harrington, who abstained from the Board vote on the merger) has determined that it is in the best interest of Corindus
and the Corindus stockholders that Corindus enter into the merger agreement and has approved and declared advisable the merger
agreement and the merger.

Approval of
the merger proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of
Corindus common stock and Corindus preferred stock, voting together as a single class, with the holders of Corindus preferred stock
entitled to cast a number of votes per share calculated in accordance with the preferred voting ratio.

The Board (other
than Mr. Harrington, who abstained from the Board vote on the merger) unanimously recommends that the Corindus stockholders vote
“FOR” the merger proposal.

ADVISORY
VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL
(PROPOSAL 2)

In accordance with
Section 14A of the Exchange Act, Corindus is providing its stockholders with the opportunity to cast a non-binding, advisory vote
on the compensation that will be paid or may become payable to the named executive officers of Corindus in connection with the
merger, the value of which is set forth in the table entitled “Golden Parachute Compensation” on page 62 of
this proxy statement. This proposal, commonly known as “say-on-golden parachute,” is referred to in this proxy statement
as the “named executive officer merger-related compensation proposal”. As required by Section 14A of the Exchange Act,
Corindus is asking its stockholders to vote on the adoption of the following resolution:

“RESOLVED,
that the compensation that may be paid or become payable to Corindus’ named executive officers in connection with the merger,
as disclosed under “The Merger – Interests of Corindus’ Executive Officers and Directors in the Merger – Quantification
of Potential Merger-Related Payments to Named Executive Officers,” as reflected in the table captioned “Golden Parachute
Compensation,” the associated footnotes and narrative discussion, is hereby APPROVED.”

The vote on the
named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal.
Accordingly, you may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation
proposal, and vice versa. Because the vote to approve the named executive officer merger-related compensation proposal is only
advisory in nature, it will not be binding on Corindus, SMS USA, Merger Sub or the surviving corporation. Because Corindus is contractually
obligated to make the potential merger-related payments to the executive officers, the compensation will be payable, subject only
to the conditions applicable thereto, if the merger proposal is approved and the closing occurs and regardless of the outcome of
the advisory vote.

Approval
of the named executive officer merger-related compensation proposal requires the affirmative vote of a majority of the votes
cast, either affirmatively or negatively (meaning the number of shares voted “FOR” the proposal must exceed the
number of shares voted “AGAINST” the proposal for it to be approved) (with the holders of Corindus preferred
stock having a number of votes per share determined in accordance with the preferred voting ratio), at a meeting at which a
quorum is present. Assuming a quorum is present at the special meeting, abstentions will have no effect on the outcome of the
named executive officer merger-related compensation proposal
. Assuming a quorum is present, if you hold your shares in
“street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares of Corindus
capital stock will have no effect on the outcome of the named executive officer merger-related compensation proposal.

The Board (other
than Mr. Harrington, who abstained from the Board vote on the merger) unanimously recommends that the Corindus stockholders vote
“FOR” the named executive officer merger-related compensation proposal.

ADJOURNMENT
PROPOSAL
(PROPOSAL 3)

Corindus stockholders
are being asked to approve a proposal that will give us authority from the stockholders to adjourn the special meeting for the
purpose of soliciting additional proxies in favor of the merger proposal if there are not sufficient votes at the time of the special
meeting to approve the merger proposal. If no quorum is present at the special meeting, the chairman of the meeting or the holders
of a majority of the voting power of shares of Corindus capital stock entitled to vote who are present at the special meeting,
in person or by proxy, may adjourn the special meeting to another place, date or time. Assuming a quorum is present, the affirmative
vote of a majority of the votes cast, either affirmatively or negatively (meaning the number of shares voted “FOR” a proposal must exceed the number of shares voted “AGAINST”
the proposal for it to be approved) (with the holders of Corindus preferred stock having a
number of votes per share determined in accordance with the preferred voting ratio), will be required to approve the adjournment proposal. The chairman of the meeting also has the power to adjourn the special meeting
at any time, whether or not there is a quorum present.

In addition, the
Board could postpone the special meeting before it commences. If the special meeting is adjourned or postponed for the purpose
of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time
prior to the final vote on the proposals. If you sign and return a proxy and do not indicate how you wish to vote on any proposal,
your shares will be voted in favor of the adjournment proposal. Corindus does not intend to call a vote on this proposal if the
merger proposal has been approved at the special meeting.

Notwithstanding
the foregoing, under the merger agreement, Corindus may adjourn or postpone the special meeting without SMS USA’s consent
only in certain specified circumstances as described further under “The Merger Agreement – Other Covenants and Agreements
– Company Stockholder Meeting and Related Actions” beginning on page 82 of this proxy statement.

Approval of
the adjournment proposal requires the affirmative vote of a majority of the votes cast, either affirmatively or negatively (meaning the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST”
the proposal for it to be approved) (with
the holders of Corindus preferred stock having a number of votes per share determined in accordance with the preferred voting ratio),
at a meeting at which a quorum is present. Assuming a quorum is present at the special meeting, abstentions will have no effect
on the outcome of the adjournment proposal. Assuming a quorum is present, if you hold your shares in “street name,”
the failure to instruct your bank, broker or other nominee on how to vote your shares of Corindus capital stock will have no effect
on the outcome of the adjournment proposal because such shares are not deemed present and entitled to vote on the matter under
Delaware law.

The Board (other
than Mr. Harrington, who abstained from the Board vote on the merger) unanimously recommends that the Corindus stockholders vote
“FOR” the adjournment proposal.

SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of Corindus capital stock as of September 23, 2019 for (a) each of our directors and named executive officers, (b) all of our directors and named executive officers as a group and (c) each stockholder known by us to own beneficially more than 5% of Corindus common stock and Corindus preferred stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of Corindus common stock that may be acquired by an individual or group within 60 days of September 23, 2019 pursuant to the exercise of options or warrants, the vesting of options or restricted stock units, the Corindus Director Compensation Policy, or the conversion of Corindus preferred stock are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of Corindus capital stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 208,685,413 shares of Corindus common stock outstanding on September 23, 2019.

Each share of Corindus common stock is entitled to one vote on each matter considered at the special meeting. Holders of Corindus preferred stock are entitled to vote on each matter considered at the special meeting and cast a number of votes per share determined in accordance with the preferred voting ratio (as described herein).

vardas
        of Beneficial Owner

Number
        of Shares of Common Stock Beneficially Owned

Percentage
        of Common Stock Beneficially Owned

5%+ Stockholders:
Entities affiliated with HealthCor Partners Management, LP(1) 52,482,133 25.15%
HEC Master Fund LP(2)(16) 31,950,685 14.11%
Koninklijke Philips N.V.(3) 26,448,568 12.67%
Heritage Medical Systems(4)(16) 13,122,320 5.92%
Named Executive Officers and Directors:
Mark J. Toland(5) 11,469,457 5.21%
David W. Long(6) 1,067,467 *
Douglas Teany(7) 639,563 *
Jeffrey C. Lightcap(8) 52,482,133 25.15%
Jeffrey G. Gold(9) 427,989 *
Campbell D. Rogers, M.D.(10) 215,504 *
Louis A. Cannon, M.D.(11)(16) 9,756,715 4.65%
Nathan R. Harrington(12) 89,710 *
James R. Tobin(13) 92,285 *
Douglas L. Braunstein(14)(16) 32,043,077 14.15%
All Current Executive Officers and Directors as a Group (10 persons)(15)(16) 108,283,900 44.85%

*        Less than 1%

(1) Consists of (i) 17,090,941 shares of Corindus common stock directly owned by HealthCor Partners Fund,
LP, (ii) 19,981,655 shares of Corindus common stock directly owned by HealthCor Hybrid Offshore Master Fund, LP, (iii) 7,852,101
shares of Corindus common stock directly owned by HealthCor Partners Fund II, LP and (iv) 7,557,436 shares of Corindus common
stock directly owned by HealthCor Partners Management, LP. HealthCor Partners Management, LP is the investment manager of HealthCor
Partners Fund, LP and HealthCor Partners Fund II, LP. HealthCor Partners Management, LP provides advice to its affiliate,
HealthCor Management, LP, with respect to HealthCor Hybrid Offshore Master Fund, LP. Mr. Lightcap is a controlling member
of HealthCor Partners Management, LP. The address for HealthCor Partners Management, LP is Carnegie Hall Tower, 152 W. 57th Street,
43rd Floor, New York, NY 10019.
(2) Consists of (i) 14,235,545 shares of Corindus common stock, (ii) 10,800,000 shares of Corindus common stock issuable upon conversion of Series A preferred stock, (iii) 2,190,140 shares of Corindus common stock issuable upon the conversion of Series A-1 preferred stock, including shares of Corindus common stock issuable upon the conversion of Series A-1 preferred stock to be accrued as dividends on the Series A preferred stock within 60 days of September 23, 2019 and (iv) 4,725,000 shares of Corindus common stock issuable upon the exercise of a warrant held by HEC Master Fund LP for which Hudson Executive Capital LP ("Hudson Executive") serves as investment adviser. HEC Management GP LLC ("Management GP") is the general partner of Hudson Executive. Mr. Braunstein is Managing Partner of Hudson Executive and Managing Member of Management GP. Does not include shares of Corindus common stock held by Mr. Braunstein directly. The percentage beneficially owned is based on 226,400,553 shares of Corindus common stock which would be outstanding if HEC Master Fund LP's Series A and Series A-1 preferred stock were converted and its warrant was exercised within 60 days of September 23, 2019. The business address of Hudson Executive, Management GP, and Mr. Braunstein is 570 Lexington Avenue, 35th Floor, New York, New York 10022. HEC Master Fund LP owns approximately 54% of the Corindus preferred stock. As a result of the relationships described herein, each of Hudson Executive, Management GP and Mr. Braunstein share voting and dispositive power over such shares and may be deemed to be the beneficial owner of such shares. Each of Hudson Executive, Management GP and Mr. Braunstein disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

(3) Consists of (i) 26,358,858 shares of Corindus common stock owned by Koninklijke Philips N.V.'s ("Philips") directly, (ii) 69,412 shares of Corindus common stock owned by Nathan Harrington directly, (ii) 13,386 shares of Corindus common stock issuable to Mr. Harrington upon the exercise of vested stock options and stock options that vest within 60 days of September 23, 2019 and (iii) 6,912 shares of Corindus common stock issuable to Mr. Harrington upon the vesting of restricted stock units within 60 days of September 23, 2019. The percentage beneficially owned is based on 208,705,711 shares of Corindus common stock which would be outstanding if (i) Mr. Harrington exercised all vested stock options and stock options that vest within 60 days of September 23, 2019 and (ii) Mr. Harrington was issued shares for all restricted stock units that vest within 60 days of September 23, 2019. According to Philips' Form SC 13D/A, filed on March 15, 2019, pursuant to Mr. Harrington's employment arrangement with Philips, any compensation received by Mr. Harrington during his service as a director of the Company is for the benefit of Philips and, as such, Mr. Harrington intends to transfer his shares of Corindus common stock to Philips for no consideration. The address for Philips is Attention: Chief Legal Officer, Philips Center, 16th Floor, Amstelplein 2, Amsterdam, 1096 BC, The Netherlands.
(4) Consists of (i) 8,000,000 shares of Corindus common stock issuable upon conversion of Series A preferred stock, (ii) 1,622,320 shares of Corindus common stock issuable upon conversion of Series A-1 preferred stock, including shares of Corindus common stock issuable upon the conversion of Series A-1 preferred stock to be accrued as dividends on the Series A preferred stock within 60 days of September 23, 2019 and (iii) 3,500,000 shares of Corindus common stock issuable upon the exercise of a warrant. The percentage beneficially owned is based on 221,807,733 shares of Corindus common stock which would be outstanding if Heritage Medical Systems' Series A and Series A-1 preferred stock were converted and its warrant was exercised within 60 days of September 23, 2019. The address for Heritage Medical Systems is 318 N. Carson St. #208, Carson City, NV 89701. Heritage Medical Systems owns approximately 40% of the Corindus preferred stock.
(5) Includes underlying shares of Corindus common stock issuable to Mr. Toland, our Chief Executive Officer and President, upon exercise of vested stock options and stock options that vest within 60 days of September 23, 2019. The percentage beneficially owned is based on 220,154,870 shares of Corindus common stock which would be outstanding if Mr. Toland exercised all vested stock options and all stock options that vest within 60 days of September 23, 2019.
(6) Includes underlying shares of Corindus common stock issuable to Mr. Long, our Chief Financial Officer, upon exercise of vested stock options and stock options that vest within 60 days of September 23, 2019. The percentage beneficially owned is based on 209,752,880 shares of Corindus common stock which would be outstanding if Mr. Long exercised all vested stock options and all stock options that vest within 60 days of September 23, 2019.
(7) Includes underlying shares of Corindus common stock issuable to Mr. Teany, our Chief Operating Officer, upon exercise of vested stock options and stock options that vest within 60 days of September 23, 2019. The percentage beneficially owned is based on 209,324,976 shares of Corindus common stock which would be outstanding if Mr. Teany exercised all vested options and all stock options that vest within 60 days of September 23, 2019.
(8) Consists of (i) 17,090,941 shares of Corindus common stock directly owned by HealthCor Partners
Fund, LP, (ii) 19,981,655 shares of Corindus common stock directly owned by HealthCor Hybrid Offshore Master Fund, LP, (iii) 7,852,101
shares of Corindus common stock directly owned by HealthCor Partners Fund II, LP and (iv) 7,557,436 shares of Corindus common
stock directly owned by HealthCor Partners Management, LP. Mr. Lightcap is a controlling member of HealthCor Partners Management,
LP, and the investment manager of HealthCor Partners Fund, LP and HealthCor Partners Fund II, LP. HealthCor Partners Management,
LP provides advice to its affiliate, HealthCor Management, LP, with respect to HealthCor Hybrid Offshore Master Fund, LP. Mr. Lightcap
disclaims any beneficial ownership of the securities held by HealthCor Partners Fund, LP, HealthCor Hybrid Offshore Master Fund,
LP, and HealthCor Partners Fund II, LP, except to the extent of any pecuniary interest therein.
(9) Consists of (i) 94,412 shares of Corindus common stock owned by Mr. Gold directly, (ii) 326,665 underlying shares of Corindus common stock issuable to Mr. Gold upon exercise of vested stock options and stock options that vest within 60 days of September 23, 2019 and (iii) 6,912 shares of Corindus common stock issuable to Mr. Gold upon the vesting of restricted stock units within 60 days of September 23, 2019. The percentage beneficially owned is based on 209,018,990 shares of Corindus common stock which would be outstanding if (i) Mr. Gold exercised all vested stock options and all stock options that vest within 60 days of September 23, 2019 and (ii) Mr. Gold was issued shares for all restricted stock units that vest within 60 days of September 23, 2019.
(10) Consists of (i) 69,412 shares of Corindus common stock owned by Dr. Rogers directly, (ii) 139,180 underlying shares of Corindus common stock issuable to Dr. Rogers upon exercise of vested stock options and stock options that vest within 60 days of September 23, 2019 and (iii) 6,912 shares of Corindus common stock issuable to Dr. Rogers upon the vesting of restricted stock units within 60 days of September 23, 2019. The percentage beneficially owned is based on 208,831,505 shares of Corindus common stock which would be outstanding if (i) Dr. Rogers exercised all vested stock options and all stock options that vest within 60 days of September 23, 2019 and (ii) Dr. Rogers was issued shares for all restricted stock units that vest within 60 days of September 23, 2019.
(11) Consists of (i) 573,798 shares of Corindus common stock held by BioStar Ventures III-XF, L.P., (ii) 7,557,436 shares of Corindus common stock held by BioStar Ventures III, L.P. ("BioStar"), (iii) 800,000 shares of Corindus common stock issuable upon conversion of Series A preferred stock held by BioStar, (iv) 162,220 shares of Corindus common stock issuable upon conversion of Series A-1 preferred stock held by BioStar, including shares of Corindus common stock issuable upon the conversion of Series A-1 preferred stock to be accrued as dividends on the Series A preferred stock within 60 days of September 23, 2019, (v) 350,000 shares of Corindus common stock issuable upon the exercise of a warrant, (vi) 281,064 shares of Corindus common stock owned by Dr. Cannon directly, (vii) 1,635 shares of Corindus common stock issuable on October 7, 2019, pursuant to the Corindus Director Compensation Policy, in lieu of quarterly board and board committee retainers of $7,000, assuming Dr. Cannon's attendance at all applicable meetings in the third quarter, and a closing price of Corindus common stock of $4.28 per share on October 4, 2019, (viii) 23,650 underlying shares of Corindus common stock issuable to Dr. Cannon upon exercise of vested stock options and stock options that vest within 60 days of September 23, 2019 and (ix) 6,912 shares of Corindus common stock issuable to Dr. Cannon upon the vesting of restricted stock units within 60 days of September 23, 2019. Dr. Cannon is the founder and Senior Managing Director of BioStar and BioStar Ventures III-XF, L.P. and, as such, has the power to vote and dispose of the securities held of record by BioStar and BioStar Ventures III-XF, L.P. The percentage beneficially owned is based on 210,029,830 shares of Corindus common stock which would be outstanding if (i) BioStar's Series A preferred stock and Series A-1 preferred stock were converted and its warrant was exercised within 60 days of September 23, 2019, (ii) Dr. Cannon exercised all his vested stock options and all his stock options that vest within 60 days of September 23, 2019 and (iii) Dr. Cannon was issued shares for all restricted stock units that vest within 60 days of September 23, 2019. BioStar owns approximately 4% of the Corindus preferred stock. Dr. Cannon disclaims any beneficial ownership of the securities held by BioStar and BioStar Ventures III-XF, L.P. except to the extent of any pecuniary interest therein.
(12) Consists of (i) 69,412 shares of Corindus common stock owned by Mr. Harrington directly, (ii) 13,386 underlying shares of Corindus common stock issuable to Mr. Harrington upon exercise of vested stock options and stock options that vest within 60 days of September 23, 2019 and (iii) 6,912 shares of Corindus common stock issuable to Mr. Harrington upon the vesting of restricted stock units within 60 days of September 23, 2019. The percentage beneficially owned is based on 208,705,711 shares of Corindus common stock which would be outstanding if (i) Mr. Harrington exercised all vested stock options and stock options that vest within 60 days of September 23, 2019 and (ii) Mr. Harrington was issued shares for all restricted stock units that vest within 60 days of September 23, 2019.

(13) Consists of (i) 84,205 shares of Corindus common stock owned by Mr. Tobin, (ii) 1,168 shares of Corindus common stock issuable on October 7, 2019, pursuant to the Corindus Director Compensation Policy, in lieu of quarterly board retainer of $5,000, assuming Mr. Tobin's attendance at all applicable meetings in the third quarter, and a closing price of Corindus common stock of $4.28 per share on October 4, 2019 and (iii) 6,912 shares of Corindus common stock issuable to Mr. Tobin upon the vesting of restricted stock units within 60 days of September 23, 2019. The percentage beneficially owned is based on 208,693,493 shares of Corindus common stock which would be outstanding if Mr. Tobin was issued shares for all restricted stock units that vest within 60 days of September 23, 2019.
(14) Consists of (i) 14,235,545 shares of Corindus common stock, (ii) 10,800,000 shares of Corindus common stock issuable upon conversion of Series A preferred stock, (iii) 2,190,140 shares of Corindus common stock issuable upon conversion of Series A-1 preferred stock, including shares of Corindus common stock issuable upon the conversion of Series A-1 preferred stock to be accrued as dividends on the Series A preferred stock within 60 days of September 23, 2019, (iv) 4,725,000 shares of Corindus common stock issuable upon the exercise of a warrant held by HEC Master Fund LP for which Hudson Executive serves as investment advisor, (v) 84,312 shares of Corindus common stock owned by Mr. Braunstein directly, (vi) 1,168 shares of Corindus common stock issuable on October 7, 2019, pursuant to the Corindus Director Compensation Policy, in lieu of quarterly board retainer of $5,000, assuming Mr. Braunstein's attendance at all applicable meetings in the third quarter, and a closing price of Corindus common stock of $4.28 per share on October 4, 2019 and (vii) 6,912 shares of Corindus common stock issuable to Mr. Braunstein upon the vesting of restricted stock units within 60 days of September 23, 2019. Management GP is the general partner of Hudson Executive. Mr. Braunstein is Managing Partner of Hudson Executive and Managing Member of Management GP. The percentage beneficially owned is based on 226,408,633 shares of Corindus common stock which would be outstanding if (i) HEC Master Fund LP's Series A and Series A-1 preferred stock were converted and its warrant was exercised within 60 days of September 23, 2019 and (ii) Mr. Braunstein was issued shares for all restricted stock units that vest within 60 days of September 23, 2019. HEC Master Fund LP owns approximately 54% of our preferred stock. As a result of the relationships described herein, each of Hudson Executive, Management GP and Mr. Braunstein share voting and dispositive power over such shares and may be deemed to be the beneficial owner of such shares. Each of Hudson Executive, Management GP and Mr. Braunstein disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(15) Includes (i) all shares of Corindus common stock directly and indirectly owned by all our current executive officers and directors, (ii) shares of Corindus common stock issuable on October 7, 2019 to certain directors in lieu of quarterly board and board committee retainers, (iii) all underlying shares of Corindus common stock issuable upon exercise of warrants and vested stock options and exercise of stock options that vest within 60 days of September 23, 2019 and (iv) all shares issuable upon the vesting of restricted stock units within 60 days of September 23, 2019.
(16) Includes shares of Series A-1 preferred stock accrued but unpaid for the period from July 16,
                                                             2019 to November 22, 2019. Such shares of Series A-1 preferred stock accrue daily as a non-compounding dividend on the Series A
                                                             preferred stock. Accruals from July 16, 2019 to October 15, 2019 are anticipated to be payable in Series A-1 preferred stock
                                                             on October 15, 2019. Accruals on or after October 16, 2019, and which have not been paid prior to the Closing, will be
                                                             canceled and converted into the right to receive the preferred stock consideration at the effective time of the Merger, as
                                                             further described under "The Merger – Merger Consideration – What Stockholders Will Receive in the Merger" beginning on page
                                                             31 of this proxy statement.

MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following summary
is a general discussion of the material U.S. federal income tax consequences of the merger to “U.S. holders” (as defined
below) of Corindus common stock whose shares of Corindus common stock are converted into the right to receive cash in the merger.
This summary is based on the current provisions of the Code, Treasury regulations promulgated thereunder, judicial interpretations
thereof and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), all as in effect
as of the date hereof and all of which are subject to change or different interpretations, possibly with retroactive effect, and
any such change or interpretation could affect the accuracy of the statements and conclusions set forth herein. Any such change
could alter the tax consequences to the holders as described herein. No ruling from the IRS has been or will be sought with respect
to any aspect of the merger.

This summary is
for the general information of the holders only and does not purport to be a complete analysis of all potential tax effects of
the merger. For example, it does not consider the effect of any applicable state, local or foreign income tax laws, or of any non-income
tax laws. In addition, this discussion does not address the tax consequences of transactions effectuated prior to or after the
completion of the merger (whether or not such transactions occur in connection with the merger), including, without limitation,
the acquisition or disposition of shares of Corindus common stock other than pursuant to the merger, or the tax consequences to
holders of stock options issued by Corindus which are cancelled or converted, as the case may be, in connection with the merger.
Furthermore, this summary applies only to holders that hold their Corindus common stock as “capital assets” within
the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion does not address
all aspects of U.S. federal income tax consequences that may be relevant to a holder in light of the holder’s particular
circumstances or to holders subject to special rules, such as:

dealers or traders subject to a mark-to-market method of tax accounting with respect to Corindus
common stock;
persons holding Corindus common stock as part of a straddle, hedging transaction, conversion transaction,
integrated transaction or constructive sale transaction;
U.S. holders whose functional currency is not the U.S. dollar;
persons who acquired Corindus common stock through the exercise of employee stock options or otherwise
as compensation;
life insurance companies;
certain financial institutions;
regulated investment companies;
real estate investment trusts;
certain former citizens or residents of the United States;
tax-exempt entities, including an “individual retirement account” or “Roth IRA”;
ou
persons liable for the United States alternative minimum tax.

If an entity that
is classified as a partnership for U.S. federal income tax purposes holds Corindus common stock, the U.S. federal income tax treatment
of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Corindus
common stock and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences
of the merger to them.

U.S.
Holders

For purposes of
this discussion, the term “U.S. holder” means a beneficial owner of Corindus common stock that is:

an individual citizen or resident of the United States;
a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created
or organized under the laws of the United States, any state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal income taxation regardless of its source;
ou
a trust (a) the administration of which is subject to the primary supervision of a U.S. court and
which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (b) that has a
valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

The exchange of
Corindus common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a
U.S. holder whose shares of Corindus common stock are converted into the right to receive cash in the merger will recognize capital
gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received
with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis
generally will equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block
of shares of Corindus common stock (i.e., shares of Corindus common stock acquired at the same cost in a single transaction).
Such gain or loss generally will be treated as long-term capital gain or loss if the U.S. holder’s holding period in the
shares of Corindus common stock exceeds one year at the time of the completion of the merger. Long-term capital gains of non-corporate
U.S. holders generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject
to limitations. Capital gains recognized by individuals, trusts and estates also may be subject to a 3.8% federal Medicare contribution
tax.

Information
Reporting and Backup Withholding

Payments made in
exchange for shares of Corindus common stock generally will be subject to information reporting unless the holder is an “exempt
recipient” and may also be subject to backup withholding at a rate of 24%. To avoid backup withholding, U.S. holders that
do not otherwise establish an exemption should complete and return IRS Form W-9, certifying that such U.S. holder is a U.S. person,
the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding.

Amounts withheld
under the backup withholding rules are not additional taxes and may be refunded or credited against a holder’s U.S. federal
income tax liability, provided the relevant information is timely furnished to the IRS.

THIS DISCUSSION
OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. WE URGE YOU TO
CONSULT WITH YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION,
AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE,
LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

FUTURE
CORINDUS STOCKHOLDER PROPOSALS

Corindus has not
determined whether it will hold its 2020 annual meeting of stockholders due to the merger proposal. If the merger is consummated,
we will have no public stockholders and there will be no public participation in any future meetings of our stockholders. If the
merger is not completed, Corindus stockholders will continue to be entitled to attend and participate in Corindus’ annual
meeting of stockholders. If Corindus holds its 2020 annual meeting of stockholders, to
be considered for
inclusion in our proxy statement relating to our 2020 annual meeting, we must receive
stockholder proposals by December 3, 2019. To be considered for presentation at the 2020 annual meeting, although not necessarily
included in our proxy statement, proposals (including director nominations that are not requested to be included in our proxy statement)
must be received no earlier than January 4, 2020 and no later than February 3, 2020. However, if the date of the annual meeting
is more than 30 days earlier or more than 30 days later than such anniversary date of our 2019 annual meeting, notice must be received
no earlier than 120 days and not later than the close of business on the later of (i) 90 days prior such annual meeting or (ii)
ten calendar days following the date on which public disclosure of the date of the meeting is first made. These proposals must
comply with the requirements as to form and substance established by the SEC for such proposals in order to be included in our
proxy statement. Proposals that are not received in a timely manner will not be voted on at the 2020 annual meeting. If a proposal
is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on
the proposal under circumstances consistent with the proxy rules of the SEC. Stockholders are advised to review our certificate
of incorporation and bylaws, which also specify requirements as to the form and content of a stockholder’s notice. All stockholder
proposals should be marked for the attention of Corporate Secretary, Corindus Vascular Robotics, Inc., 309 Waverley Oaks Rd., Suite
105, Waltham, Massachusetts, 02452.

MULTIPLE
CORINDUS STOCKHOLDERS SHARING ONE ADDRESS

The SEC has adopted
rules that permit companies and intermediaries, such as brokers and banks, to satisfy the delivery requirements for proxy statements
with respect to two or more stockholders sharing an address by delivering a single proxy statement, as applicable, addressed to
those stockholders, unless contrary instructions have been received. This procedure, which is commonly referred to as “householding,”
reduces the amount of duplicate information that stockholders receive and lowers printing and mailing costs for companies.

Certain brokerage
firms may have instituted householding for beneficial owners of Corindus capital stock held through brokerage firms. If your family
has multiple accounts holding Corindus capital stock, you may have already received a householding notification from your broker.
You may decide at any time to revoke your decision to household, and thereby receive multiple copies of proxy materials. If you
wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if you are receiving multiple
copies and would like to receive only one, you should contact your broker, trustee or other nominee or Corindus at the address
and telephone number below. A separate copy of these proxy materials will be promptly delivered to any stockholder upon written
request to Corporate Secretary, Corindus Vascular Robotics, Inc., 309 Waverley Oaks Road, Suite 105, Waltham, MA 02452.

WHERE
YOU CAN FIND MORE INFORMATION

Investors will
be able to obtain free of charge this proxy statement and other documents filed with the SEC at the SEC’s website at http://www.sec.gov.
In addition, this proxy statement and our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934
are available free of charge through our website at www.corindus.com as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC. The information located on, or hyperlinked or otherwise connected to, Corindus’ website
referenced anywhere in this proxy statement is not, and shall not be deemed to be, a part of this proxy statement or incorporated
into any other filings that we make with the SEC.

The SEC allows
us to “incorporate by reference” documents we file with the SEC into this proxy statement, which means that we can
disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated
by reference is deemed to be part of this proxy statement, except that information that we file later with the SEC will automatically
update and supersede this information. This proxy statement incorporates by reference the documents listed below that have been
previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules):

Corindus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was
filed with the SEC on March 18, 2019;
Corindus’ proxy statement for its 2019 annual meeting of stockholders, which was filed with
the SEC on March 29, 2019;
Corindus’ Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019 and June 30,
2019, which were filed with the SEC on May 8, 2019 and August 9, 2019; et
Corindus’ Current Reports on Form 8-K, which were filed with the SEC on February 27, 2019,
March 15, 2019, March 26, 2019, May 8, 2019, August 8, 2019 and September 4, 2019.

We also incorporate
by reference into this proxy statement additional documents that Corindus may file with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act, from the date of this proxy statement until the earlier of the date of the special meeting and the
termination of the merger agreement; provided, however, that we are not incorporating by reference any additional documents or
information furnished and not filed with the SEC. A copy of the materials that are incorporated by reference will be promptly delivered
to any stockholder upon written request to Corporate Secretary, Corindus Vascular Robotics, Inc., 309 Waverley Oaks Road, Suite
105, Waltham, MA 02452.

MISCELLANEOUS

Tu turėtum
rely only on the information contained or incorporated by reference into this proxy statement, the appendices to this proxy
statement and the documents we incorporate by reference into this proxy statement to vote your shares at the special meeting.
We have not authorized anyone to provide you with information that is different from what is contained in this proxy
statement. This proxy statement is dated September 26, 2019. You should not assume that the information contained in this proxy
statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement)
and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement
does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to
make a proxy solicitation.

Your vote is
very important.
Please promptly vote your shares by completing, signing, dating and returning your proxy card or by Internet
or telephone voting as described on your proxy card.

By Order of the Board of Directors

David W. Long
Corporate Secretary

Waltham, Massachusetts

2019 26 septembre

Annex A

EXECUTION COPY

AGREEMENT AND PLAN OF
MERGER

by and among

SIEMENS MEDICAL SOLUTIONS
USA, INC.,

CORPUS MERGER, INC.,

et

CORINDUS VASCULAR ROBOTICS,
INC.

Dated as of August 7,
2019

TABLE OF CONTENTS

Puslapis
ARTICLE I
THE MERGER
Section 1.1 The Merger 6ème
Section 1.2 The Closing 7
Section 1.3 Effective Time 7
Section 1.4 Certificate of Incorporation; Bylaws 7
Section 1.5 Board of Directors; Officers 7
ARTICLE II
EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES
Section 2.1 Effect on Capital Stock 8ème
Section 2.2 Surrender of Certificates 9ème
Section 2.3 Company Warrants 11
Section 2.4 Company Equity Awards 11
Section 2.5 Lost Certificates 13
Section 2.6 Dissenting Shares 13
Section 2.7 Transfers; No Further Ownership Rights 14
Section 2.8 Further Action 14
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.1 Organization; Qualification 14
Section 3.2 Capitalization; Subsidiaries 15
Section 3.3 Authority Relative to Agreement 18
Section 3.4 Vote Required 19
Section 3.5 No Conflict; Required Filings and Consents 19
Section 3.6 Company SEC Documents; Financial Statements 20
Section 3.7 Absence of Certain Changes or Events 22
Section 3.8 No Undisclosed Liabilities 23
Section 3.9 Litigation 23
Section 3.10 Permits; Compliance with Laws 24ème
Section 3.11 Proxy Statement 24ème
Section 3.12 Employee Benefit Plans 25
Section 3.13 Labor Matters 27ème
Section 3.14 Taxes 28

Section 3.15 Material Contracts 30
Section 3.16 Intellectual Property 33
Section 3.17 Real and Personal Property 37
Section 3.18 Environmental 38
Section 3.19 Customers, Distributors, and Suppliers 39
Section 3.20 Product Warranty 40
Section 3.21 Foreign Corrupt Practices Act; Anti-Corruption 40
Section 3.22 Customs and International Trade Laws 41
Section 3.23 FDA and Related Matters 42
Section 3.24 Healthcare Regulatory Compliance 44
Section 3.25 Insurance 46
Section 3.26 Takeover Statutes 46
Section 3.27 Brokers 46
Section 3.28 Opinion of Financial Advisors 46
Section 3.29 No Other Representations or Warranties 47
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Section 4.1 Organization; Qualification 47
Section 4.2 Authority Relative to Agreement 47
Section 4.3 No Conflict; Required Filings and Consents 48
Section 4.4 Litigation 48
Section 4.5 Information Supplied 49
Section 4.6 Brokers 49
Section 4.7 Sufficient Funds 49
Section 4.8 Merger Sub 49
Section 4.9 No Interested Stockholder 49
Section 4.10 No Vote of Parent Shareholders 50
Section 4.11 No Other Representations or Warranties 50
ARTICLE V
COVENANTS AND AGREEMENTS
Section 5.1 Conduct of Business by the Company Pending the Merger 51
Section 5.2 Proxy Statement; Company Stockholders Meeting 55
Section 5.3 Appropriate Action; Consents; Filings 57
Section 5.4 Access to Information; Confidentiality 59
Section 5.5 No Solicitation 59
Section 5.6 Directors and Officers Indemnification and Insurance 62
Section 5.7 Notification of Certain Matters 64
Section 5.8 Public Disclosure 65
Section 5.9 Intellectual Property Matters 65
Section 5.10 Employee Matters 66

Section 5.11 Merger Sub 68
Section 5.12 Rule 16b-3 Matters 68
Section 5.13 Repayment and Termination of Existing Credit Agreement 68
Section 5.14 Stock Exchange Delisting; Deregistration 68
Section 5.15 State Takeover Laws 68
Section 5.16 Stockholder Litigation 69
Section 5.17 Resignations 69
Section 5.18 Tax Returns 69
ARTICLE VI
CONDITIONS TO THE MERGER
Section 6.1 Conditions to the Obligations of Each Party 69
Section 6.2 Conditions to the Obligations of Parent and Merger Sub 70
Section 6.3 Conditions to the Obligations of the Company 71
Section 6.4 Frustration of Closing Conditions 71
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
Section 7.1 Termination 71
Section 7.2 Effect of Termination 73
Section 7.3 Termination Fees 73
Section 7.4 Amendment 74
Section 7.5 Extension; Waiver 75
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1 Non-Survival of Representations and Warranties 75
Section 8.2 Les coûts 75
Section 8.3 Notices 75
Section 8.4 Interpretation; Certain Definitions 76
Section 8.5 Severability 77
Section 8.6 Assignment 77
Section 8.7 Entire Agreement 77
Section 8.8 No Third-Party Beneficiaries 78
Section 8.9 Governing Law 78
Section 8.10 Specific Performance 78
Section 8.11 Consent to Jurisdiction 78
Section 8.12 Counterparts 79
Section 8.13 WAIVER OF JURY TRIAL 79
Section 8.14 Definitions 79

EXHIBITS

Exhibit A Voting and Support Agreement
Exhibit B Certificate of Incorporation of the Surviving Corporation
Exhibit C Bylaws of the Surviving Corporation
Exhibit D Preferred Stockholder Letter

AGREEMENT AND PLAN OF MERGER

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 “Société").
Defined terms used in this Agreement have the respective meanings ascribed to them in Section 8.14.

W I T N E S S E T H:

WHEREAS, the respective
boards of directors of Parent, the Company (the “Company Board”) and Merger Sub have approved and declared advisable
and in the best interests of their respective stockholders, this Agreement and the transactions contemplated by this Agreement,
including the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned Subsidiary of Parent
(the “Merger”), upon the terms and subject to the conditions and limitations set forth in this Agreement and
in accordance with the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Company
Board has, subject to Section 5.5(d) et 5.5(e), resolved to recommend that the Company’s stockholders approve
the adoption of this Agreement;

WHEREAS, concurrently
with the execution and delivery of this Agreement and as an inducement to Parent’s willingness to enter into this Agreement,
each of Parent and certain stockholders of the Company have entered into a voting and support agreement in the form attached as
Exhibit A hereto (the “Voting and Support Agreement”), pursuant to which, and subject to the terms and
limitations thereof, among other things, the foregoing stockholders agreed to vote the shares of Company Common Stock beneficially
owned by each of them in favor of the adoption of this Agreement and approval of the Merger and the other transactions contemplated
hereby at the Company Stockholders’ Meeting; et

WHEREAS, each of Parent,
Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, agreements and covenants, and subject to the conditions, herein contained,
and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE
I

THE MERGER

Section 1.1 The Merger. Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, the Company and Merger Sub shall consummate
the Merger pursuant to which (a) Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger
Sub shall thereupon cease; (b) the Company shall be the surviving corporation in the Merger and shall continue to be governed by
the Laws of the State of Delaware; and (c) the separate corporate existence of the Company with all its rights, privileges, immunities,
powers and franchises shall continue as a wholly owned subsidiary of Parent. The corporation surviving the Merger is hereinafter
referred to as the “Surviving Corporation.” The Merger shall have the effects set forth herein and in the applicable
provisions of the DGCL.

Section 1.2 The Closing. The closing of the Merger (the “Closing”)
shall take place at 10:00 a.m. (local time) on a date to be specified by the parties hereto, but no later than the second (2nd)
Business Day after the satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VI
(other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the
extent permitted by Law) waiver of such conditions), unless another time, date or place is agreed to in writing by the parties
hereto (such date being the “Closing Date"). The Closing shall take place at the offices of Blank Rome LLP,
1271 Avenue of the Americas, New York, NY 10020, or by the electronic transmission of signature pages.

Section 1.3 Effective Time. Concurrently with the Closing, the
Company shall cause an appropriate certificate of merger with respect to the Merger (the “Certificate of Merger”)
to be executed, acknowledged and filed with the Delaware Secretary of State as provided under the DGCL. The Merger shall become
effective at the time the Certificate of Merger has been duly filed with the Delaware Secretary of State or at such later date
and time as is agreed between Parent and the Company and specified in the Certificate of Merger (the time the Merger becomes effective
being hereinafter referred to as the “Effective Time").

Section 1.4 Certificate of Incorporation; Bylaws.

(a) At the Effective Time, the Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall,
by virtue of the Merger, be amended and restated in its entirety as set forth in Exhibit B hereto and, as so amended and
restated, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by Law and
such certificate of incorporation (subject to Section 5.6).

(b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall, by
virtue of the Merger, be amended and restated in its entirety as set forth in Exhibit C hereto and, as so amended and restated,
shall be the bylaws of the Surviving Corporation, until thereafter amended as provided by Law, the certificate of incorporation
of the Surviving Corporation and such bylaws.

Section 1.5 Board of Directors; Officers. The members of the
board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members
of the board of directors of the Surviving Corporation, and the officers of the Surviving Corporation shall be designated by Parent
immediately prior to the Effective Time, in each case to hold office, in accordance with the certificate of incorporation and bylaws
of the Surviving Corporation, until the earlier of their death, resignation or removal or until their respective successors shall
have been duly elected, designated or qualified.

ARTICLE
II

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 2.1 Effect on Capital Stock.

(a) Effect of Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the
Company, Parent, Merger Sub or the holders of any Securities of the Company or Merger Sub:

(i) Company Common Stock. Each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time (other than Canceled Shares and Dissenting Shares) shall be converted into
the right to receive, in accordance with the terms of this Agreement, $4.28 per share in cash, without interest (the “Common
Stock Consideration
").

(ii) Company Preferred Stock. Each share of (A) Company Preferred Stock issued and outstanding immediately prior
to the Effective Time and (B) Series A-1 Preferred Stock that has accrued and accumulated on a daily basis until the Effective
Time, in accordance with the provisions of the Company Certificate of Designation, but which is not otherwise issued or outstanding
immediately prior to the Effective Time, in each case other than Canceled Shares and Dissenting Shares, shall be converted into
the right to receive, in accordance with the terms of this Agreement, an amount in cash equal to $85.60 per share, without interest
(the “Preferred Stock Consideration").

(iii) Cancellation of Company Securities. Each share
of Company Stock held by the Company as treasury stock or held directly by Parent or any Subsidiary of Parent (including Merger
Sub) immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and
shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof (such shares,
"Canceled Shares").

(iv) Conversion of Merger Sub Capital Stock. Tout le monde
share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time
shall be converted into and become one (1) fully paid share of common stock, par value $0.0001 per share, of the Surviving Corporation
and constitute the only outstanding shares of capital stock of the Surviving Corporation.

(b) Certificates; Book Entry Shares. Each share of Company Stock to be converted into the right to receive the
applicable Merger Consideration as provided in Section 2.1(a) shall no longer be outstanding and shall be automatically
canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares
("Book-Entry Shares”), which immediately prior to the Effective Time represented such Company Stock, shall cease
to have any rights with respect to such Company Stock other than the right to receive, upon surrender of such Certificates or Book-Entry
Shares in accordance with Section 2.2, the applicable Merger Consideration.

(c) Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between
the date of this Agreement and the Effective Time, any change in the number or type of outstanding shares of Company Stock shall
occur as a result of a reclassification, recapitalization, exchange, stock split (including a reverse stock split) or combination
or readjustment of shares or any similar event or any stock dividend or stock distribution with a record date during such period,
the applicable Merger Consideration and any other similarly dependent amounts and items, as the case may be, shall be appropriately
adjusted to provide the same economic effect as contemplated by this Agreement prior to such event. Nothing in this Section
2.1(c)
shall be construed to permit the Company to take any action that is otherwise prohibited or restricted by any other
provision of this Agreement.

Section 2.2 Surrender of Certificates.

(a) Designation of Paying Agent; Deposit of Funds. Prior to the Closing, Parent shall, at its sole cost and expense,
enter into a customary paying agent agreement with a nationally recognized financial institution designated by Parent that is reasonably
acceptable to the Company (the “Paying Agent”) for the payment of the Aggregate Merger Consideration as provided
à Section 2.1(a)(i) et Section 2.1(a)(ii). At or prior to the Effective Time, Parent shall deposit or cause to
be deposited with the Paying Agent, for payment in accordance with this Article II through the Paying Agent, cash in immediately
available funds in an amount sufficient to pay (i) the Aggregate Merger Consideration in exchange for all of the shares of Company
Stock outstanding immediately prior to the Effective Time (other than Canceled Shares or Dissenting Shares) and (ii) the Warrant
Consideration (the “Payment Fund"). The Payment Fund shall be invested by the Paying Agent if and as directed
by Parent or the Surviving Corporation pending payment thereof by the Paying Agent to the holders of the shares of Company Stock,
jeigu, vis dėlto, that no such investment or loss thereon shall affect the amounts payable to the holders of the
shares of Company Stock pursuant to Section 2.1(a) and to the extent of any such loss, Parent shall promptly fund additional
cash amounts to the Paying Agent sufficient to enable payment of such amounts. Earnings from such investments shall be the sole
and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of holders
of shares of Company Stock.

(b) As promptly as reasonably practicable after the Effective Time (and in any event within five (5) Business Days after
the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of a Certificate that immediately prior
to the Effective Time represented outstanding shares of Company Stock (i) a letter of transmittal (which shall specify that
delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass only upon proper delivery
of the Certificates (or affidavits of loss in lieu thereof as provided in Section 2.5) to the Paying Agent, and which shall
be in the form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions (which instructions
shall be in the form and have such other customary provisions as Parent may reasonably specify) for use in effecting the surrender
of the Certificates in exchange for cash in an amount equal to the applicable Merger Consideration multiplied by the number of
shares of Company Stock previously represented by such Certificates.

(c) Upon surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.5) for cancellation
to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions
thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled
to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver in exchange therefor as promptly as
reasonably practicable cash in an amount equal to the applicable Merger Consideration multiplied by the number of shares of Company
Stock previously represented by such Certificate, and the Certificate (or affidavit of loss in lieu thereof as provided in Section
2,5
) so surrendered shall be forthwith cancelled. Each Book-Entry Share shall automatically upon the Effective Time be entitled
to receive, and Parent shall cause the Paying Agent to pay and deliver in exchange therefor as promptly as reasonably practicable
after the Effective Time, cash in an amount equal to the applicable Merger Consideration multiplied by the number of shares of
Company Stock previously represented by such Book-Entry Share. Until surrendered, in the case of a Certificate, or paid, in the
case of a Book-Entry Share, in each case, as contemplated by this Section 2.2(c), each Certificate or Book-Entry Share shall
be deemed, from and after the Effective Time, to represent only the right to receive the applicable Merger Consideration as contemplated
by this Section 2.2(c). The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof as provided
à Section 2.5) and make such payments and deliveries with respect to Book-Entry Shares upon compliance with such reasonable
terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange
practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the cash
amounts payable pursuant to this Section 2.2(c).

(d) Unregistered Transfers. In the event of a transfer of ownership of Company Stock, as applicable, that is not
registered in the transfer records of the Company, payment of the appropriate amount of the applicable Merger Consideration may
be made to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such
Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably
required by the Paying Agent) or such Book-Entry Share shall be properly transferred and the Person requesting such payment shall
pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate
or Book-Entry Share or establish to the satisfaction of Parent that such Tax has been paid or is not applicable.

(e) Termination of Fund. Any portion of the Payment Fund made available to the Paying Agent, which remains undistributed
to the holders of the Certificates or Book-Entry Shares six (6) months after the Effective Time, shall be delivered to the Surviving
Corporation or its designee upon demand, and any such holders prior to the Merger who have not theretofore complied with this Straipsnis
II
shall thereafter look only to the Surviving Corporation as general creditor thereof for payment of their claims for the
applicable Merger Consideration.

(f) No Liability. None of Parent, Merger Sub, the Company or the Paying Agent shall be liable to any Person in
respect of any applicable Merger Consideration delivered to a Governmental Authority pursuant to any applicable abandoned property,
escheat or similar Law. If any Certificate shall not have been surrendered or Book-Entry Share not paid, in each case, in accordance
avec Section 2.2(c), immediately prior to the date on which any Common Stock Consideration or Preferred Stock Consideration
in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of any Governmental Authority
under applicable Law, any such Common Stock Consideration or Preferred Stock Consideration in respect of such Certificate or Book-Entry
Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of all
claims or interest of any Person previously entitled thereto.

(g) Withholding. Parent, the Company, the Surviving Corporation, any of their applicable Subsidiaries and the
Paying Agent shall be entitled to deduct and withhold from the applicable Merger Consideration and any amounts otherwise payable
pursuant to this Agreement such amounts as Parent, the Company, the Surviving Corporation, any of their applicable Subsidiaries
or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or any provision
of applicable Tax Law. Any amounts so withheld and paid over to an applicable Governmental Authority as required by applicable
Law shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and
withholding was made by Parent, the Company, the Surviving Corporation, any of their applicable Subsidiaries or the Paying Agent.

Section 2.3 Company Warrants. Neither Parent nor Merger Sub shall
assume any Company Warrant or substitute for any Company Warrant any similar warrant for Parent Common Stock in connection with
the Merger or any of the other transactions contemplated by this Agreement. At the Effective Time, each Company Warrant that is
outstanding and unexercised immediately prior thereto shall by virtue of the Merger and without any further action on the part
of any holder of any Company Warrant be cancelled and converted into the right to receive from the Company at the Effective Time
a cash payment (without interest) equal to (i) the product of (A) the excess, if any, of (1) the Common Stock Consideration over
(2) the per share exercise price of such Company Warrant, and (B) the number of shares of Company Common Stock subject to such
Company Warrant as of the Effective Time (the “Warrant Consideration”), less (ii) any applicable withholding
Taxes required by applicable Law to be withheld. As of the Effective Time, all Company Warrants shall no longer be outstanding
and shall automatically cease to exist, and each holder of a Company Warrant shall cease to have any rights with respect thereto,
except the right to receive the Warrant Consideration. For the avoidance of doubt, if the exercise price payable in respect of
a share of Company Common Stock underlying a Company Warrant equals or exceeds the Common Stock Consideration, such Company Warrant
shall be cancelled for no consideration immediately prior to the Effective Time and the holder thereof shall have no further rights
with respect thereto.

Section 2.4 Company Equity Awards.

(a) Treatment of Company Options. Neither Parent nor Merger Sub shall assume any Company Option or substitute
for any Company Option any similar award for Parent Common Stock in connection with the Merger and any of the other transactions
contemplated by this Agreement. At the Effective Time, each Company Option that is outstanding and unexercised immediately prior
thereto, whether vested or unvested, shall by virtue of the Merger and without any action on the part of any holder of any Company
Option be cancelled and converted into the right to receive from the Company at the Effective Time a cash payment (without interest)
equal to (i) the product of (A) the excess, if any, of (1) the Common Stock Consideration over (2) the per share exercise price
of such Company Option, and (B) the number of shares of Company Common Stock subject to such Company Option as of the Effective
Time (the “Option Consideration”), less (ii) any applicable withholding Taxes required by applicable Law to
be withheld. As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist,
and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option
Consideration. For the avoidance of doubt, if the exercise price payable in respect of a share of Company Common Stock underlying
a Company Option equals or exceeds the Common Stock Consideration, such Company Option shall be cancelled for no consideration
immediately prior to the Effective Time and the holder thereof shall have no further rights with respect thereto.

(b) Treatment of Company RSU Awards. Neither Parent nor Merger Sub shall assume any Company RSU Award or substitute
for any Company RSU Award any similar award for Parent Common Stock in connection with the Merger and the other transactions contemplated
by this Agreement. As of the Effective Time, each Company RSU Award that is outstanding immediately prior to the Effective Time,
whether vested or unvested, shall by virtue of the Merger and without any action on the part of any holder of any Company RSU Award
be cancelled and converted into the right to receive from the Company at the Effective Time a cash payment (without interest) equal
to (i) the product of (A) the Common Stock Consideration and (B) the number of shares of Company Common Stock subject
to such Company RSU Award as of the Effective Time (the “RSU Consideration”), less (ii) any applicable
withholding Taxes required by applicable Law to be withheld; jeigu, that, notwithstanding anything to the contrary contained
in this Agreement, any payment in respect of any Company RSU Award which immediately prior to such cancellation is “deferred
compensation” subject to Section 409A of the Code shall be made on the applicable settlement date(s) for such Company
RSU Award if required in order to comply with Section 409A of the Code.

(c) Method of Payment. Any Option Consideration or RSU Consideration to which an employee or former employee of
the Company or one of its Subsidiaries becomes entitled pursuant to Section 2.4(a) ou Section 2.4(b), together with
the employer portion of any payroll Taxes on such payment, shall be paid through the payroll of the Surviving Corporation or one
of its Subsidiaries, or the Paying Agent, as applicable, as soon as reasonably practicable following the Effective Time (and in
any event, within ten (10) Business Days after the Closing Date). Any Option Consideration or RSU Consideration to which any other
person becomes entitled pursuant to Section 2.4(a) ou Section 2.4(b) shall be paid by the Surviving Corporation or
one of its Subsidiaries, as applicable (or, at the option of the Surviving Corporation, by the Paying Agent), as soon as reasonably
practicable following the Effective Time (and in any event, within ten (10) Business Days after the Closing Date).

(d) Company Actions. Prior to the Effective Time, the Company shall provide such notice, if any, to the extent
required under the terms of any of the Company Equity Plans, Company Warrants or Company Preferred Stock, as applicable, obtain
any necessary consents or waivers, adopt applicable resolutions, amend the terms of any of the Company Equity Plans (or any outstanding
awards thereunder), Company Warrants or Company Preferred Stock, as applicable, including obtaining an executed letter, substantially
in the form attached hereto as Exhibit D ("Preferred Stockholder Letter”), from each holder of Company
Preferred Stock, and take all other appropriate actions to (i) give effect to the transactions contemplated herein; (ii) terminate
each of the Company Equity Plans as of the Effective Time; and (iii) ensure that after the Effective Time, no holder of a Company
Equity Award, any beneficiary thereof nor any other participant in any of the Company Equity Plans and no holder of a Company Warrant
or Company Preferred Stock or any beneficiary thereof shall have any right thereunder to acquire any Securities of the Company
or to receive any payment or benefit with respect to (x) any award previously granted under any of the Company Equity Plans or
(y) any Company Warrant or Company Preferred Stock, as applicable, except as provided in Section 2.3 et Section 2.4.
The Company shall provide Parent with documentation evidencing the completion of the foregoing actions (the form and substance
of such documentation shall be subject to review and approval by Parent, such approval not to be unreasonably withheld, conditioned
or delayed) no later than the Business Day preceding the Effective Time.

Section 2.5 Lost Certificates. If any Certificate shall have
been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be
lost, stolen or destroyed and, if required by the Paying Agent or Parent, the posting by such Person of a bond, in such reasonable
and customary amount as the Paying Agent or Parent may direct, as indemnity against any claim that may be made against it with
respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable
Merger Consideration to which the holder thereof is entitled pursuant to this Article II.

Section 2.6 Dissenting Shares. Notwithstanding anything in this
Agreement to the contrary, to the extent that holders of Company Stock are entitled to appraisal rights under Section 262 of the
DGCL, any shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly
exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn
or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into or represent
the right to receive the applicable Merger Consideration, but the holders of such Dissenting Shares shall instead be entitled to
receive such consideration as may be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that
at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to
exist and such holder shall cease to have any rights with respect thereto other than the right to receive the consideration therefor
as may be determined in accordance with Section 262 of the DGCL); jeigu, vis dėlto, that if any such holder shall
have failed to timely perfect or shall have waived, effectively withdrawn or lost his, her or its right to appraisal and payment
under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined
that such holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, such holder’s shares
of Company Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the applicable
Merger Consideration, without any interest thereon, and such shares shall no longer be deemed to be Dissenting Shares. The Company
shall give prompt notice to Parent of any demands for appraisal of any shares of Company Stock, effective or attempted withdrawals
of such demands and any other instruments served pursuant to the DGCL received by the Company relating to appraisal demands, and
Parent shall have the opportunity and right to participate in all discussions, negotiations and Proceedings, with respect to such
demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be
unreasonably conditioned, delayed or withheld), voluntarily make any payment with respect to or settle or compromise or offer to
settle or compromise any such demand or Proceeding, or agree in writing to do any of the foregoing.

Section 2.7 Transfers; No Further Ownership Rights. At the Effective
Time, the stock transfer books of the Company shall be closed, and from and after the Effective Time, there shall be no registration
of transfers on the stock transfer books of the Company of shares of Company Stock that were outstanding immediately prior to the
Effective Time. If Certificates or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for
transfer following the Effective Time, they shall be canceled against delivery of the applicable Merger Consideration, as provided
Section 2.1(a), for each share of Company Stock formerly represented by such Certificates or Book Entry Shares.

Section 2.8 Further Action. If, at any time after the Effective
Time any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes
of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and
property of Merger Sub and the Company with respect to the Merger, the officers and directors of Parent shall be fully authorized
(in the name of Merger Sub, the Company, the Surviving Corporation and otherwise) to take such action.

ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (a) as disclosed
in the Company Disclosure Letter referenced therein (it being understood and agreed that any disclosure set forth in one section
or subsection of the Company Disclosure Letter also shall be deemed to apply to each other section and subsection of the Company
Disclosure Letter to which its applicability is reasonably apparent) or (b) other than with respect to Section 3.2(a) et
Section 3.2(g), as disclosed in the Company SEC Documents filed with (or furnished to) the SEC by the Company on or after
December 31, 2018 and at least two (2) Business Days prior to the date of this Agreement (but in each case excluding any disclosure
contained under the heading “Risk Factors,” or “Cautionary Note Regarding Forward-Looking Statements” or
safe harbor or in any “forward-looking statements” legend or any similar non-specific, predictive, precautionary or
forward-looking statements) and to the extent publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval
System, the Company hereby represents and warrants to Parent and Merger Sub as follows:

Section 3.1 Organization; Qualification.

(a) The Company is (i) a corporation duly organized and validly existing under the Laws of the State of Delaware and
has the requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate
its properties and assets in the manner in which its properties and assets are currently operated and (ii) duly qualified or licensed
to do business and is in good standing in each jurisdiction in which the character or location of the property owned, leased or
operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the
failure to be so duly qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect. The Company’s Certificate of Incorporation (the “Certificate
of Incorporation
”) and Bylaws (the “Bylaws”), each as amended as of the date of this Agreement, have
been made available to Parent and are in full force and effect, and the Company is not in violation of any of the provisions thereof.

(b) Each of the Company’s Subsidiaries is (i) a legal entity duly organized and validly existing under the Laws
of the jurisdiction of its incorporation, formation or organization, as applicable, and has the requisite corporate or similar
power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets
in the manner in which its properties and assets are currently operated and (ii) duly qualified or licensed to do business and
is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or
the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly
qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect, the organizational or governing documents of each of the Company’s Subsidiaries
are in full force and effect, and none of the Company’s Subsidiaries is in violation of any of the respective provisions
thereof.

Section 3.2 Capitalization; Subsidiaries.

(a) As of the close of business on August 5, 2019 (the “Capitalization Date”), the authorized capital
stock of the Company consisted of (i) 350,000,000 shares of Company Common Stock, 208,533,915 of which were issued and outstanding
and none of which were held by the Company as treasury stock, and (ii) 10,000,000 shares of preferred stock of the Company, par
value $0.0001 per share, 1,000,000 shares of which constitute a series of preferred stock designated as Series A Convertible Preferred
Stock, 1,000,000 of which were issued and outstanding (“Series A Preferred Stock”), and 1,000,000 shares of
which constitute a series of preferred stock designated as Series A-1 Convertible Preferred Stock, 167,248 of which were issued
and outstanding (or, to the extent not issued or outstanding, had otherwise accrued until the Capitalization Date) (“Series
A-1 Preferred Stock
” and together with Series A Preferred Stock, “Company Preferred Stock"). Except
for the foregoing, there are no other classes of capital stock of the Company and, except for Company Equity Awards, Company Warrants
and Company Preferred Stock, there are no bonds, debentures, notes or other Indebtedness or Securities of the Company having the
right to vote (or convertible into or exercisable for Securities having the right to vote) on any matters on which holders of capital
stock of the Company may vote authorized, issued or outstanding. As of the close of business on the Capitalization Date, there
were (A) outstanding Company Options to purchase 26,426,312 shares of Company Common Stock; (B) outstanding Company RSU Awards
representing 124,422 shares of Company Common Stock; (C) 8,611,196 shares of Company Common Stock reserved for future issuance
under the Company Equity Plans; (D) 9,191,287 shares of Company Common Stock reserved for issuance upon exercise of Company Warrants;
and (E) 23,344,957 shares of Company Common Stock reserved for issuance upon conversion of Company Preferred Stock. As of the close
of business on the Capitalization Date, the 2014 Warrant had been exercised in full and was no longer outstanding. From the close
of business on the Capitalization Date through the date of this Agreement, there have been (1) no issuances of any Company Common
Stock, Company Preferred Stock or any other Securities of the Company other than issuances of shares of Company Common Stock pursuant
to (i) the conversion of any of Company Preferred Stock outstanding as of the close of business on the Capitalization Date in accordance
with the terms of the Certificate of Incorporation, or (ii) the exercise, vesting or settlement, as applicable, of any Company
Equity Awards or Company Warrants outstanding as of the close of business on the Capitalization Date in accordance with the terms
of such Company Equity Awards or Company Warrants and (2) no grants of any Company Equity Awards or any other equity or equity-based
awards.

(b) All of the issued and outstanding shares of Company Common Stock have been, and all of the shares of Company Common
Stock that may be issued pursuant to any of the Company Equity Awards, the Company Equity Plans, Company Warrants and Company Preferred
Stock will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are, or will
be when issued, fully paid, nonassessable and free of preemptive rights. All of the issued and outstanding shares of Company Preferred
Stock have been duly authorized, validly issued, fully paid and nonassessable. The Company has made available to Parent or its
counsel accurate and complete copies of each of the Company Warrants (which copies are executed) and the forms of stock option
and restricted stock unit award agreements evidencing the Company Equity Awards (together with the forms of such award agreements
filed with the SEC and publicly available), and in respect of the foregoing forms, other than differences with respect to the number
of shares of Company Common Stock covered thereby, the grant date, the exercise price, regular vesting schedule and expiration
date applicable thereto, no such stock option or restricted stock unit award agreement contains material terms that are inconsistent
with, or in addition to, such forms. Section 3.2(b) of the Company Disclosure Letter sets forth, as of the close of business
on the Capitalization Date, each outstanding Company Equity Award and to the extent applicable, (i) the name and country of residence
(if outside the U.S.) of the holder thereof, (ii) the number of shares of Company Common Stock issued or issuable thereunder, (iii)
the expiration date, (iv) the exercise price relating thereto, (v) the grant date, (vi) the amount vested and outstanding and the
amount unvested and outstanding, and (vii) the Company Equity Plan pursuant to which the award was made. Each grant of a Company
Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the
"Company Option Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company
Board (or a duly constituted and authorized committee thereof or other authorized designee) and any required stockholder approval
by the necessary number of votes or written consents. The Company does not have any liability in respect of any Company Option
that was granted with a per share exercise price that was less than the fair market value of a share of Company Common Stock on
the applicable Company Option Grant Date, and the Company has not granted any Company Options that are subject to the provisions
of Section 409A of the Code. Each grant of a Company Equity Award and Company Warrant was made in all material respects, as applicable,
in accordance with (A) the terms of the applicable Company Equity Plan, (B) all applicable securities Laws, including the NYSE
American Company Guide, (C) the Code, and (D) all other applicable Laws. The Company has the requisite authority under the terms
of the applicable Company Equity Plan, the applicable award agreements and any other applicable Contract to take the actions contemplated
autorius Section 2.3 et Section 2.4, and the treatment of Company Warrants and Company Equity Awards described in Section
2.3
et Section 2.4, shall, as of the Effective Time, be binding on the holders of Company Warrants and Company Equity
Awards purported to be covered thereby. All of the outstanding Company Stock has been sold pursuant to an effective registration
statement filed under the federal securities Laws or an appropriate exemption therefrom. No Subsidiary of the Company owns any
Securities of the Company.

(c) As of the date of this Agreement, other than as set forth in Section 3.2(c) de Company Disclosure Letter,
the Company Equity Awards, Company Warrants or in the Company Certificate of Designation, there are no (i) existing options, warrants,
calls, preemptive rights, subscriptions or other Securities or rights, stock appreciation rights, restricted stock awards, restricted
stock unit awards, convertible Securities, agreements, arrangements or commitments of any kind obligating the Company or any of
its Subsidiaries to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital
stock of, or other Securities of, the Company or any of its Subsidiaries or Securities convertible into or exchangeable for such
shares or other Securities, or obligating the Company or any of its Subsidiaries to grant, extend or enter into such options, warrants,
calls, preemptive rights, subscriptions or other Securities or rights, stock appreciation rights, restricted stock awards, restricted
stock unit awards, convertible Securities, agreements, arrangements or commitments; (ii) outstanding obligations of the Company
or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Securities of the Company or any of its Subsidiaries,
or any Securities representing the right to purchase or otherwise receive any other Securities of the Company or any of its Subsidiaries;
or (iii) outstanding or authorized equity or equity-based compensation awards, including any equity appreciation rights, Security-based
performance units, “phantom” stock, profit-participation or other Security rights issued by the Company or any of its
Subsidiaries, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which the Company
or any of its Subsidiaries is party, in each case pursuant to which any Person is entitled to receive any payment from the Company
or any of its Subsidiaries based in whole or in part on the value of any Securities of the Company or any of its Subsidiaries.

(d) Each Subsidiary of the Company existing on the date of this Agreement is listed on Section 3.2(d) de Société
Disclosure Letter
. The Company owns, beneficially and of record, directly or indirectly, all of the issued and outstanding
company, partnership, corporate or similar (as applicable) ownership, voting or similar Securities or interests in each such Subsidiary,
free and clear of all Liens, and all company, partnership, corporate or similar (as applicable) ownership, voting or similar Securities
or interests of each of the Subsidiaries are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive
rights. The Company has made available to Parent true and correct copies of the currently effective corporate or other organizational
documents for each Subsidiary. Except for investments in cash equivalents (and ownership by the Company or its Subsidiaries of
Securities of the Subsidiaries of the Company), none of the Company or any of its Subsidiaries (i) owns directly or indirectly
any Securities or interests or (ii) has any obligation or has made any commitment to acquire any Securities or interests of any
Person or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

(e) All dividends or distributions on any Securities of the Company or any of its Subsidiaries that have been declared
or authorized have been paid in full.

(f) As of the date of this Agreement, there are no existing (i) agreements or commitments of any kind with any Person
to which the Company or any of its Subsidiaries is party (A) restricting the transfer of the Securities of the Company or any of
its Subsidiaries or (B) affecting the voting rights of Securities of the Company or any of its Subsidiaries (including stockholder
agreements, voting trusts or similar agreements), (ii) agreements or commitments of any kind obligating the Company or any of its
Subsidiaries to register (other than pursuant to currently effective resale shelf registration statements listed on Section
3.2(f)
de Company Disclosure Letter or “piggy-back” rights) or cause to be further registered (other
than pursuant to currently effective resale shelf registration statements listed on Section 3.2(f) de Company Disclosure
Letter
or “piggy-back” rights), any shares of capital stock of, or other Securities of, the Company or any of its
Subsidiaries or Securities convertible into or exchangeable for such shares or other Securities (“Demand Registration
Rights Agreements
”) or (iii) stockholder rights plans or similar plans commonly referred to as a “poison pill,”
under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other Securities.

(g) The exercise price of each Company Option and each Company Warrant is set forth on Section 3.2(g) of the Company
Disclosure Letter as of the date of this Agreement.

Section 3.3 Authority Relative to Agreement.

(a) The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under
this Agreement and, subject (in the case of the Merger) to obtaining the Company Stockholder Approval, to consummate the transactions
contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company, and the consummation
by the Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate
action by the Company, and (in the case of the Merger, except for the (i) receipt of the Company Stockholder Approval and (ii)
filing of the Certificate of Merger with the Delaware Secretary of State) no other corporate action or proceeding on the part of
the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation
by the Company of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company
and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (A) such
enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter
in effect, affecting creditors’ rights and remedies generally and (B) the remedies of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding
therefor may be brought (the “Enforceability Exceptions").

(b) The Company Board has, by resolutions adopted by the Company Board, (i) approved this Agreement and the Merger
and the transactions contemplated by this Agreement; (ii) determined that this Agreement and the Merger and the transactions
contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders; (iii) directed
that the adoption of this Agreement be submitted to a vote at the Company Stockholders’ Meeting; and (iv) resolved to
make the Company Recommendation. As of the date of this Agreement, none of the aforesaid actions by the Company Board has been
amended, rescinded or modified.

Section 3.4 Vote Required. The affirmative vote of the holders
of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock voting together as a single class,
with holders of Company Preferred Stock entitled to vote on an as-converted-to-common stock basis and cast a number of votes per
share of Company Preferred Stock as determined in accordance with Section 11(a) of the Company Certificate of Designation (the
"Company Stockholder Approval”) is the only vote or consent, as applicable, of holders of Securities of the
Company that is required to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this
Agreement.

Section 3.5 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions
contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will (i) violate
any provision of (A) the Company’s Certificate of Incorporation or Bylaws or (B) the certificate of incorporation or bylaws
(or equivalent organizational documents) of any Subsidiary of the Company (assuming, in each case, with respect to the consummation
of the Merger that the Company Stockholder Approval is obtained), (ii) assuming that the Consents, registrations, declarations,
filings and notices referenced in Section 3.5(b) have been obtained or made, conflict with or violate any Law applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute
a default (with or without notice or lapse of time, or both) under, give rise to any right of termination, acceleration or cancellation
of or require the Consent of, notice to or filing with any third Person pursuant to any of the terms or provisions of any material
Contract to which the Company or any of its Subsidiaries is a party (other than a Benefit Plan) or by which any property or asset
of the Company or any of its Subsidiaries is bound, or result in the creation of a Lien, other than any Permitted Lien, upon any
of the property or assets of the Company or any of its Subsidiaries, other than, in the case of clauses, (i)(B), (ii) and (iii),
that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) No consent, approval, license, permit, waiver, Order or authorization (a “Consent”) of, registration,
submission, declaration or filing with or notice to any Governmental Authority is required to be obtained or made by or with respect
to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation
of the transactions contemplated by this Agreement, other than (i) applicable requirements of and filings with the SEC under
the Exchange Act or the Securities Act; (ii) the filing of the Certificate of Merger with the Delaware Secretary of State;
(iii) applicable requirements under foreign qualification, state securities or “blue sky” laws of various states;
(iv) compliance with applicable rules and regulations of the NYSE American; (v) compliance with and filings or notifications
under the HSR Act and any other applicable United States or foreign competition, antitrust, merger control or investment Laws (together
with the HSR Act, “Antitrust Laws”); and (vi) such other Consents, registrations, declarations, filings
or notices the failure of which to be obtained or made has not had, and would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect.

Section 3.6 Company SEC Documents; Financial Statements.

(a) Since January 1, 2016, the Company has timely filed with (or furnished to) the SEC all forms, reports, schedules,
statements, exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information
incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished) under the Exchange Act or
the Securities Act (collectively, but excluding the Proxy Statement, the “Company SEC Documents"). As of its
filing (or furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment (or in
the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as
of their respective effective dates), each Company SEC Document complied in all material respects with the applicable requirements
of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended or superseded by a filing
or amendment prior to the date of this Agreement, as of the date of the last such amendment, each Company SEC Document filed pursuant
to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant
to the Securities Act, as of the date such registration statement or amendment became effective prior to the date of this Agreement,
did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements made therein not misleading. As of the date of this Agreement, there are no amendments or modifications
to the Company SEC Documents that are required to be filed with (or furnished to) the SEC, but that have not yet been filed with
(or furnished to) the SEC. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act.
All of the consolidated audited financial statements and unaudited interim financial statements of the Company included in the
Company SEC Documents (i) have been derived from the accounting books and records of the Company and its Subsidiaries; (ii) comply
in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with
respect thereto; (iii) have been prepared in accordance with GAAP, in all material respects, applied on a consistent basis during
the periods involved (except (A) as may be indicated in such financial statements or in the notes thereto and (B) in the case of
the unaudited interim statements of the Company, as may be permitted under Form 10-Q of the Exchange Act); and (iv) present fairly,
in all material respects, the financial position of the Company, and the results of operations and cash flows of the Company, as
of the times and for the periods referred to therein (except as may be indicated in the notes thereto and subject, in the case
of unaudited interim financial statements, to normal and recurring year-end adjustments and the absence of footnote disclosure,
none of which, individually or in the aggregate, will be material).

(b) Prior to the date of this Agreement, the Company has furnished to Parent complete and correct copies of all comment
letters from the SEC since January 1, 2016 through the date of this Agreement with respect to any of the Company SEC Documents,
together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved
comments in comment letters received from the SEC staff with respect to any of the Company SEC Documents, and, to the Knowledge
of the Company, none of the Company SEC Documents are subject to ongoing SEC review.

(c) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and
the applicable listing and governance rules and regulations of the NYSE American.

(d) The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting
and the preparation of financial statements for external purposes in conformity with GAAP. The Company has evaluated the effectiveness
of the Company’s internal control over financial reporting and, to the extent required by applicable Law, presented in any
applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness
of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such
evaluation. The Company has disclosed, based on the most recent evaluation of internal control over financial reporting prior to
the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) all “significant
deficiencies” and “material weaknesses” (as such terms are defined in Auditing Standard No. 5 of the Public Company
Accounting Oversight Board, as in effect on the date of this Agreement) in the design or operation of internal control over financial
reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial
information and (ii) any fraud, whether or not material, that involves the Company’s management or other employees who
have a significant role in the Company’s internal control over financial reporting. Except as described in the Company SEC
Reports, since January 1, 2016, the Company has not identified any material weaknesses in the design or operation of the Company’s
internal control over financial reporting.

(e) The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act) designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely
decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer
of the Company required under the Exchange Act with respect to such reports.

(f) As of the date of this Agreement, there are no SEC Proceedings pending or, to the Knowledge of the Company, threatened,
in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or
executive officer of the Company or any of its Subsidiaries. Since January 1, 2016 through the date of this Agreement, there have
been no investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction
of the chief executive officer, chief financial officer, chief accounting officer or general counsel of the Company or any of its
Subsidiaries or the Company Board, any board of directors of any of its Subsidiaries or any committee of the Company Board or any
board of directors of any of its Subsidiaries.

(g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each
former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has
made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley
Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and correct. For purposes
of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings
given to such terms in the Sarbanes-Oxley Act. The Company does not have, and has not arranged any, outstanding “extensions
of credit” to directors or executive officers within the meaning of Section 402 of the Sarbanes-Oxley Act.

(h) Since January 1, 2016, (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge
of the Company, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices,
procedures, methodologies or methods of the Company or any of its Subsidiaries, or unlawful accounting or auditing matters with
respect to the Company or any of its Subsidiaries and (ii) no attorney representing the Company or any of its Subsidiaries, whether
or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary
duty or similar violation by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or
agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant
to the rules of the SEC adopted under Section 307 of the Sarbanes-Oxley Act.

(i) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party
to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to
any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated
Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance
sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result,
purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the
Company or any of its Subsidiaries in the Company SEC Documents (including any audited financial statements and unaudited interim
financial statements of the Company included therein).

Section 3.7 Absence of Certain Changes or Events. Since December
31, 2018 through the date of this Agreement, (a) except for the negotiation, execution and delivery of this Agreement, the respective
businesses of the Company and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice
in all material respects, (b) (i) the Company has not suffered a Company Material Adverse Effect and (ii) there has been no effect,
change, development, event, circumstance, occurrence, condition, fact or state of facts that would reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect and (c) neither the Company nor any of its Subsidiaries has
taken any action that, if taken after the date of this Agreement, would have constituted a breach of subsections (a), (b), (d),
(g), (h), (i), (j), (l), (m), (n), (p), (q), (u), (v), (w) or (x) of Section 5.1.

Section 3.8 No Undisclosed Liabilities. Except for liabilities
or obligations (a) reflected or reserved against in the Company’s consolidated balance sheet as of June 30, 2019 (or the
notes thereto), a copy of which was delivered to Parent on August 6, 2019; (b) incurred in connection with or contemplated
by this Agreement or the transactions contemplated by this Agreement; (c) incurred in the ordinary course of business since
June 30, 2019; (d) set forth in any Contract existing as of the date hereof, which are not required to be disclosed or provided
for in such consolidated balance sheet described in the foregoing clause (a), except to the extent such liabilities or obligations
resulted from a breach of such Contract; or (e) that have not had, and would not reasonably be expected to have, individually or
in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries has any liabilities or obligations
of any nature, whether or not accrued, contingent, absolute or otherwise and whether or not required to be reflected on a consolidated
balance sheet of the Company (or the notes thereto) in accordance with GAAP.

Section 3.9 Litigation. As of the date of this Agreement, (a)
there is no Proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or
any asset or property of the Company or any of its Subsidiaries, and (b) there is no Order outstanding against, or involving, the
Company or any of its Subsidiaries or any asset or property of the Company or any of its Subsidiaries that, in each case of clauses
(a) and (b), (i) has been, or would reasonably be expected to be, individually or in the aggregate, material to the Company and
its Subsidiaries, taken as a whole or (ii) would reasonably be expected to, individually or in the aggregate, impair in any material
respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially
delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. As of the date of this Agreement,
except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect (i) there is no Proceeding pending or, to the Knowledge of the Company, threatened against any officer or director of the
Company or any of its Subsidiaries, and (ii) there is no Order outstanding against, or involving, any officer or director of the
Company or any of its Subsidiaries. Since January 1, 2016, except as has not had, or would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect, there have not been any product liability, manufacturing or
design defect, warranty, field repair or other material product-related claims by any third Person (whether based on contract or
tort and whether relating to personal injury, including death, property damage or economic loss) arising from (A) services rendered
by the Company or any of its Subsidiaries or (B) the sale, distribution or manufacturing of products, including medical products
and devices, by the Company or any of its Subsidiaries that have been, or would reasonably be expected to be, individually or in
the aggregate, material to the Company and its Subsidiaries, taken as a whole. As of this date hereof, neither the Company nor
any of its Subsidiaries has any material Proceedings pending or threatened against any other Person. This Section 3.9 turi
not be construed as a representation with respect to Tax matters, which are the subject of Section 3.14.

Section 3.10 Permits; Compliance with Laws.

(a) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits,
easements, variances, exceptions, exemptions, consents, certificates, approvals, product listings, registrations, clearances, Orders
and other authorizations necessary for the Company and its Subsidiaries to own, lease and operate their respective properties and
assets pursuant to all applicable Laws as currently owned, leased and operated, or to carry on their respective businesses as now
being conducted under and pursuant to all applicable Laws (the “Company Permits”), (ii) all such Company Permits
are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation
thereof is pending or, to the Knowledge of the Company, threatened, except in each of clauses (i) – (iii) where the failure
to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof
(A) has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its
Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material
respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially
delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

(b) The Company and its Subsidiaries have been since January 1, 2016, and are in compliance with (i) all applicable Laws
and (ii) all Company Permits, except where any failure to be in such compliance (A) has not been, and would not reasonably be expected
to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably
be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations
under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the
other transactions contemplated by this Agreement.

(c) Since January 1, 2016, none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of
their respective directors or officers (only in their capacity as such directors or officers) has received any written or, to the
Knowledge of the Company, oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries,
or any officer or director of the Company or any of its Subsidiaries is under investigation for not being in compliance in all
material respects with any Laws or Company Permits.

Section 3.11 Proxy Statement. None of the information supplied
or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy statement of the Company
(as amended or supplemented from time to time, the “Proxy Statement”) to be filed with the SEC for use in connection
with the solicitation of proxies from the stockholders of the Company in connection with the Merger and the Company Stockholders’
Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading
at the time such Proxy Statement is first mailed to stockholders of the Company and at the time of the Company Stockholders’
Meeting. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the
rules and regulations promulgated thereunder. No representation or warranty is made by the Company with respect to statements made
or incorporated by reference in the Proxy Statement based on information supplied by Parent, Merger Sub or their respective Affiliates
for inclusion or incorporation by reference therein.

Section 3.12 Employee Benefit Plans.

(a) Section 3.12(a) de Company Disclosure Letter contains a true, complete and correct list of all
material Benefit Plans. "Benefit Plan” shall mean (i) each “employee pension benefit plan” (as defined
in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); (ii) each “employee
welfare benefit plan” (as defined in Section 3(1) of ERISA); and (iii) all other benefit plans, policies, programs, agreements
or arrangements, including any bonus, deferred compensation, severance pay, retention, change in control, employment, consulting,
pension, profit-sharing, retirement, insurance, stock purchase, stock option, incentive or equity compensation or other fringe
benefit plan, program, policy, agreement, arrangement or practice maintained, contributed to or required to be contributed to,
by the Company or any of its Subsidiaries, for the benefit of any current or former employees, officers or directors (or any beneficiary
or dependent thereof) of the Company or any Subsidiary. The Company has delivered or made available to Parent and Merger Sub true,
complete and correct copies of (A) each material Benefit Plan (including all amendments thereto) or written description of
each Benefit Plan that is not otherwise in writing; (B) the most recent annual reports on Form 5500 and all schedules thereto filed
with respect to each Benefit Plan, to the extent applicable; (C) the most recent summary plan description and summary of material
modifications for each Benefit Plan, to the extent applicable; (D) each current trust agreement, insurance contract or policy,
group annuity contract and any other funding arrangement relating to any Benefit Plan, to the extent applicable; (E) the most recent
actuarial report, financial statement or valuation report, to the extent applicable; (F) a current Internal Revenue Service opinion
or favorable determination letter, to the extent applicable; (G) all material non-routine correspondence to or from any Governmental
Authority relating to any Benefit Plan; and (H) all discrimination tests for each Benefit Plan for the most recent plan years,
to the extent applicable.

(b) Each Benefit Plan is and has at all times been operated and administered in all material respects in accordance with
its terms and in compliance in all material respects with applicable Law, including ERISA, the Code and the Patient Protection
and Affordable Care Act. All material claims incurred with a date of service on or before the Closing Date under any Benefit Plan
that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured will be paid by
the Company or accrued on the Company financial statements no later than the Closing Date.

(c) Each Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received
a recent and currently effective determination letter or can rely on an opinion letter for a prototype plan from the Internal Revenue
Service that such Benefit Plan is so qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code, and, to the
Knowledge of the Company, no condition exists that would be expected to adversely affect such qualification.

(d) None of the Benefit Plans is, and none of the Company, its Subsidiaries or any ERISA Affiliate has ever maintained
or had an obligation to contribute to, (i) a “single employer plan” (as such term is defined in Section 4001(a)(15)
of ERISA) subject to Section 412 of the Code or Title IV of ERISA; (ii) a “multiple employer plan” or “multiple
employer welfare arrangement” (as such terms are defined in ERISA); (iii) a welfare benefit fund (as such term is defined
in Section 419 of the Code); (iv) a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA);
or (v) a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code. There are no material unpaid contributions
due prior to the date of this Agreement with respect to any Benefit Plan that are required to have been made under the terms of
such Benefit Plan, any related insurance contract or any applicable Law and all material contributions due have been timely made,
or to the extent not yet due, have been properly accrued on the applicable balance sheet in accordance with the terms of the applicable
Benefit Plan and applicable Law.

(e) None of the Company or any of its Subsidiaries has engaged in a non-exempt “prohibited transaction” (as
such term is defined in Section 406 of ERISA and Section 4975 of the Code) or breached any fiduciary duties with respect to any
Benefit Plan that reasonably would be expected to subject the Company, any of its Subsidiaries or the Surviving Corporation to
any material tax or penalty.

(f) With respect to any Benefit Plan, there is no Proceeding pending, or, to the Knowledge of the Company, threatened
or anticipated with or by the Internal Revenue Service, the United States Department of Labor or any other Governmental Authority,
other than routine claims for benefits, in each case, that would reasonably be expected to subject the Company, any of its Subsidiaries
or the Surviving Corporation to any material liability.

(g) Neither the Company nor any of its Subsidiaries has any obligations to provide any health or other welfare benefits
(whether or not insured) to retired or other former employees, directors or consultants, except as specifically required by Part
6 of Title I of ERISA (“COBRA”) or, pursuant to an applicable employment agreement or severance agreement, plan
or policy listed in Section 3.12(g) de Company Disclosure Letter requiring the Company or any Subsidiary to pay
or subsidize COBRA premiums for a terminated employee following the employee’s termination.

(h) Each Benefit Plan that is a group health plan is being and has been operated and administered in material compliance
with the Patient Protection and Affordable Care Act (including the reporting requirements of Sections 6055 and 6056 of the Code).
None of the Company or its Subsidiaries has incurred or will incur any material liability under Sections 4980D and 4980H of the
Code and its governing regulations and no event has occurred and no circumstance exists or has existed that could reasonably be
expected to give rise to the incurrence of such material liability.

(i) Except as set forth on Section 3.12(i) de Company Disclosure Letter, neither the execution and
delivery of this Agreement nor the consummation of the Merger or any of the other transactions contemplated hereby, or any termination
of employment or service (or other event or occurrence) in connection therewith will (i) entitle any current or former employee,
director or consultant of the Company or any of its Subsidiaries to any payment or benefit (or result in the funding of any such
payment or benefit) or result in any forgiveness of Indebtedness with respect to any such persons; (ii) increase the amount of
any compensation, equity award or other benefits otherwise payable by the Company or any of its Subsidiaries; or (iii) result in
the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits except as required
under Section 411(d)(3) of the Code.

(j) Except as set forth on Section 3.12(j) de Company Disclosure Letter, no amounts payable by the
Company or any of its Subsidiaries in connection with the transactions contemplated hereby will be an “excess parachute payment”
within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any obligation to gross-up,
indemnify or otherwise reimburse any individual with respect to any Tax under Sections 409A or 4999 of the Code.

(k) To the extent applicable, each Benefit Plan has been maintained in documentary compliance with, and has been operated
and administered in material compliance with, Section 409A of the Code.

(l) None of the Company or any of its Subsidiaries has used the services or workers provided by third Person contract
labor suppliers, temporary employees, “leased employees” (as that term is defined in Section 414(n) of the Code), or
individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the
disqualification of any of the Benefit Plans or the imposition of material penalties or excise taxes with respect to the Benefit
Plans by the Internal Revenue Service, the United States Department of Labor or the Pension Benefit Guaranty Corporation, and no
such individuals are entitled to any benefits under any Benefit Plan that they have been improperly denied by reason of their misclassification
as independent contractors.

Section 3.13 Labor Matters.

(a) (i)
There is no labor strike, material dispute, organized slowdown, stoppage or lockout pending, or, to the Knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries, nor has there been any such action or event since January
1, 2016; (ii) neither the Company nor any of its Subsidiaries is a party to, bound by or in the process of negotiating any labor,
collective bargaining, works council or similar agreement regarding the employees of the Company or any of its Subsidiaries (each,
a “Labor Agreement”); (iii) as of the date hereof, there are no unfair labor practice charges or material grievances
relating to any current or former employee or consultant of the Company or any of its Subsidiaries (relating to their services
for or relationship with the Company or its Subsidiaries); and (iv) as of the date hereof, none of the employees of the Company
or any of its Subsidiaries is represented by any labor union, works council, employee representative group or similar organization
(whether in or outside the United States) with respect to their employment with the Company or any of its Subsidiaries and, to
the Knowledge of the Company, there are not, as of the date hereof, any union organizing activities, either by or on behalf of
any employee or union or similar labor organization with respect to employees of the Company or any of its Subsidiaries. There
is no labor union, work council, employee representative group or similar organization which, pursuant to applicable Law or any
governing agreement, must be notified, consulted or with which negotiations need to be conducted in connection with the Merger.

(b) The Company and its Subsidiaries are, and since January 1, 2016, have been, in compliance, in all material respects,
with all applicable Laws relating to labor and employment matters, including fair employment practices, equal employment opportunity,
disability rights, affirmative action, terms and conditions of employment, consultation with employees, immigration and work authorization,
wages, hours (including, but not limited to, overtime and minimum wage requirements and child labor restrictions), social contributions
(including the payment and withholding of U.S. social security and similar Taxes), compensation, workers’ compensation, unemployment
insurance, classification of employees, workers and individual independent contractors, employee leaves of absence, data protection,
privacy, occupational safety and health, collective or mass layoffs and plant closings. Neither the Company nor any of its Subsidiaries
has taken any action within the past two (2) years requiring notice to employees or any other obligations under the Worker Adjustment
Retraining Notification Act of 1988, as amended (the “WARN Act”), unless the Company or any such Subsidiary
materially complied with the requirements of the WARN Act.

(c) To the Knowledge of the Company, no executive officer or employee at the level of Vice President (or any similarly-leveled
employee) or above of the Company or any of its Subsidiaries (i) is subject to any noncompete, nonsolicitation, nondisclosure,
confidentiality, employment, consulting or similar agreement with any other Person in conflict with the present and proposed business
activities of the Company and its Subsidiaries, except agreements between the Company or any Subsidiary of the Company; or (ii)
as of the date hereof, is in violation of any common law nondisclosure obligation or fiduciary duty relating to the ability of
such individual to work for the Company or any of its Subsidiaries.

(d) Since January 1, 2016, none of the Company or its Subsidiaries has entered into a settlement agreement with a current
or former officer or employee of the Company or its Subsidiaries that substantially involves allegations relating to sexual harassment.

Section 3.14 Taxes. Except as would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect:

(a) The Company and each of its Subsidiaries have (i) duly and timely filed or caused to be duly and timely filed (taking
into account any extension of time within which to file) all U.S. federal income and other Tax Returns required to be filed by
any of them and all such filed Tax Returns (taking into account all amendments thereto) are true, complete and accurate in all
respects and (ii) paid all Taxes due and owing (whether or not shown on such Tax Returns) except to the extent that such Taxes
are being contested in good faith and by appropriate proceedings and for which adequate reserves have been maintained in accordance
with GAAP.

(b) As of the date of this Agreement, there are no pending, ongoing or, to the Knowledge of the Company, threatened,
audits, examinations, investigations or other Proceedings by any Governmental Authority in respect of Taxes of the Company or any
of its Subsidiaries. No deficiencies for an amount of Taxes have been claimed, proposed, assessed or, to the Knowledge of the Company,
threatened, against the Company or any of its Subsidiaries by any Governmental Authority that have not been fully paid, settled
or withdrawn. None of the Company or any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed
to any extension of time with respect to any Tax assessment, deficiency or collection, which waiver or extension currently remains
in effect. Neither the Company nor its Subsidiaries have received within the past five years a written claim from any Governmental
Authority in a jurisdiction where the Company or any of its Subsidiaries does not currently file a Tax Return that it is or may
be subject to taxation by that jurisdiction in respect of Taxes that would be covered by or the subject of such Tax Return, which
claim has not been resolved in full. No power of attorney that would be in force after the Closing Date has been granted by the
Company or any of its Subsidiaries with respect to Taxes.

(c) There are no Tax rulings, requests for Tax rulings, applications for change in accounting methods or closing agreements
with respect to Taxes, in each case with a Governmental Authority, that could reasonably be expected to affect liabilities for
Taxes of the Company or any of its Subsidiaries for any period after the Effective Time.

(d) None of the Company or any of its Subsidiaries will be required to include any item of income in, or exclude any
item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result
of: (i) any installment sale or open transaction disposition made prior to the Effective Time; (ii) any prepaid amount received
on or prior to the Effective Time; (iii) Section 481(a) of the Code (or an analogous provision of state, local, or foreign Law)
by reason of a change in accounting method prior to the Effective Time; or (iv) any election under Section 108(i) of the Code.
To the Knowledge of the Company, none of the Company or any of its Subsidiaries has any excess loss account described in Treasury
Regulations under Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax Law). None of the Company
or any of its Subsidiaries will be obligated to pay any Tax after the Effective Time as a result of an election to defer the payment
of Taxes under Section 965 pursuant to Section 965(h).

(e) All amounts of Taxes that the Company or any of its Subsidiaries is or was required by Law to withhold or collect
have been duly and timely withheld or collected and have been duly and timely paid to the proper Governmental Authority or other
proper Person or properly set aside in accounts for this purpose.

(f) None of the Company or any of its Subsidiaries has ever been a member of a consolidated, combined or unitary Tax
group (other than such a group the common parent of which is or was the Company or any of its Subsidiaries), and none of the Company
or any of its Subsidiaries has any liability for Taxes of any other Person (other than Taxes of the Company or any of its Subsidiaries)
under Section 1.1502-6 of the Treasury Regulations (or any similar provision of foreign, state or local Law) or as a transferee
or successor or, to the Knowledge of the Company, otherwise as a matter of Law.

(g) None of the Company or any of its Subsidiaries is a party to or is bound by any Tax sharing, Tax allocation or Tax
indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company
and its Subsidiaries or customary commercial Contracts, the principal subject matter of which is not Taxes) that will not be terminated
on or before the Closing Date without any future liability to the Company or any of its Subsidiaries.

(h) There are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Liens for
Taxes that are not yet due and delinquent or that are being contested in good faith and by appropriate proceedings and for which
adequate reserves have been maintained in accordance with GAAP.

(i) None of the Company or any of its Subsidiaries has participated in or been a party to a transaction that, as of the
date of this Agreement, constitutes a “listed transaction” within the meaning of Section 6707A(c)(2) of the Code or
Section 1.6011-4(b) of the Treasury Regulations.

(j) Within the last two (2) years, none of the Company or any of its Subsidiaries has been a “distributing corporation”
or “controlled corporation” in any transaction intended to qualify for tax-free treatment under Section 355 of the
Code.

(k) The Company and each of its Subsidiaries are and have at all times been in compliance in all material respects with
the medical device excise tax provisions imposed by Section 4191 of the Code since the effective date of such provisions to the
extent applicable to their operations.

(l)
The Company and each of its Subsidiaries are and have at all times been in compliance in all material respects with
all applicable transfer pricing laws and regulations. All related party transactions involving the Company or any of its Subsidiaries
are and have been at arm’s length in compliance with Section 482 of the Code, the Treasury Regulations promulgated thereunder,
and any similar provision of state, local or foreign Law.

(m) None of the Company’s Subsidiaries that are classified as “controlled foreign corporations” as
defined in Section 957 of the Code has generated any “subpart F” income (within the meaning of Section 952 of the Code)
outside the ordinary course of business in 2017 or 2018.

Section 3.15 Material Contracts.

(a) Section 3.15(a) de Company Disclosure Letter sets forth a complete and correct list, with items
arranged according to the relevant subsection of this Section 3.15, as of the date of this Agreement, of each Company Material
Contract. A complete and correct copy of each Company Material Contract has been made available to Parent, except to the extent
such Contract is publicly filed as an exhibit to the Company SEC Documents. For purposes of this Agreement, “Company Material
Contract
” means any Contract to which the Company or any of its Subsidiaries is a party or to or by which any asset or
property of the Company or any of its Subsidiaries is bound, except for this Agreement, that:

(i)
except for purchase orders or invoices in the ordinary course of business, is a Contract with a supplier or customer involving
payments in excess of $100,000 in the twelve (12) months ended December 31, 2018 or reasonably expected to involve payments in
excess of $100,000 in the twelve (12) months ending December 31, 2019;

(ii)
constitutes a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities
Act);

(iii)
is a joint venture, alliance, partnership, collaboration, shareholder, material development Contract or similar Contract;

(iv)
is an agency, sales, marketing, commission, distribution, international or domestic sales representative or similar Contract;

(v)
is a Contract (other than those solely between or among the Company and any of its wholly owned Subsidiaries) relating to Indebtedness
of the Company or any of its Subsidiaries (whether outstanding or as may be incurred thereunder);

(vi)
is a Contract (other than those solely between or among the Company and any of its wholly owned Subsidiaries) relating to Indebtedness
of a third Person having a principal amount reasonably expected to be in excess of $100,000 owed to the Company or any of its Subsidiaries;

(vii)
is a Contract that contains any payment obligations that are outside the ordinary course of business and are off-balance sheet
arrangements;

(viii)
is a Contract that creates or would create a Lien (other than a Permitted Lien) on any asset of the Company or any of its Subsidiaries,
or restricts the payment of dividends;

(ix)
is a Contract representing Company Warrants or that relates to ongoing obligations in connection with Company Warrants;

(x)
is a Demand Registration Rights Agreement;

(xi)
is a Contract that obligates the Company or any of its Subsidiaries to conduct any business on an exclusive basis with any third
Person, or upon consummation of the Merger, will obligate Parent or any of its Subsidiaries to conduct business with any such third
Person on an exclusive basis, or is a non-competition or non-solicitation Contract or any other Contract (including a Contract
related to the sale of products or the provision of services by the Company or any of its Subsidiaries) that limits, restricts
or prohibits, or purports to limit, restrict or prohibit, (A) the manner or the localities in which any business of the Company
and its Subsidiaries is or could be conducted or (B) the lines or types of businesses that the Company or any of its Subsidiaries
conducts or has a right to conduct (each a “Restrictive Business Arrangement”);

(xii)
is a Contract with any Governmental Authority;

(xiii)
is a Contract relating to the acquisition or disposition of any Person, business or operations or assets constituting a business
(whether by merger, sale of stock, sale of assets, consolidation or otherwise) entered into since January 1, 2016 (including any
such Contract under which contemplated transactions were consummated) under which one or more of the parties thereto has material
obligations remaining to be performed;

(xiv)
is an Intellectual Property Agreement;

(xv)
is a Contract that imposes any co-promotion or collaboration obligations with respect to any product or product candidate, which
obligations are material to the Company and its Subsidiaries, taken as a whole;

(xvi) is a hedging, derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar
agreements and any similar Contract designed to protect a Person against fluctuations in interest rates, currency exchange rates
or commodity prices);

(xvii)
is a service or supply Contract, including a “single, sole source” supply Contract, pursuant to which goods or materials
in excess of $100,000 for the rolling twelve (12) month period beginning on the date hereof are expected to be supplied to the
Company or any of its Subsidiaries from an exclusive source;

(xviii)
is a Labor Agreement;

(xix)
is a Contract which provides for a loan or advance of any amount to any employee of the Company or any temporary agency employee,
consultant or other independent contractor of the Company or any of its Subsidiaries, other than in the ordinary course of business;
ou

(xx)
is a Contract, under which the Company or any of its Subsidiaries is, or may become, obligated to sell or otherwise issue any shares
of its capital stock or any other Securities.

(b) None of the Company or any of its Subsidiaries is in material breach of or default (or, with the giving of notice
or lapse of time or both, would be in default) under the terms of, and has not taken any action resulting in the termination of,
the acceleration of performance required by, or a right of termination or acceleration under, any Company Material Contract to
which it is a party. As of the date of this Agreement, to the Knowledge of the Company, no other party to any Company Material
Contract is in material breach of or default (or, with the giving of notice or lapse of time or both, would be in default) under
the terms of, and has not taken any action resulting in the termination of, the acceleration of performance required by, or a right
of termination or acceleration under, any Company Material Contract. Each Company Material Contract is (i) a valid and binding
obligation of the Company or any of its Subsidiaries that are a party thereto, as applicable, and, to the Knowledge of the Company,
the other parties thereto (jeigu, vis dėlto, that such enforcement may be subject to the Enforceability Exceptions)
and (ii) in full force and effect, except in the case of clauses (i) and (ii), to the extent any such Company Material Contract
expires by its terms or is terminated in accordance with its terms in the ordinary course of business in compliance with Section
5.1
and except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken
as a whole.

(c) No (i) current or former officer or director of the Company; (ii) beneficial owner of five percent (5%) or more of
any voting Securities of the Company; or (iii) any “affiliate” or “associate” of any such Person, has any
interest in any Contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of the
Company or any of its Subsidiaries, which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K
under the Securities Act and that has not been so disclosed in the Company SEC Documents.

Section 3.16 Intellectual Property.

(a) Section 3.16(a) de Company Disclosure Letter sets forth a true, complete and correct list, as of
the date of this Agreement, of all Company Registered IP. For each item of Company Registered IP, Section 3.16(a) de
Company Disclosure Letter lists the owner, country(ies) or region, and registration and application numbers.

(b) The Company or one or more of its Subsidiaries owns, or has a valid right to use, all Intellectual Property used
in the conduct of the Company’s and its Subsidiaries’ respective businesses as such businesses are conducted as of
the Closing and as such businesses are intended to be conducted after the Closing. The Surviving Corporation will own or possess
sufficient rights to all Intellectual Property as of the Closing that are necessary to the operation of the Company’s and
its Subsidiaries’ respective businesses, as conducted as of immediately prior to the Closing.

(c) With respect to Company Owned IP, (i) the Company or one of its Subsidiaries is the sole and exclusive owner of each
item free and clear of all Liens other than Permitted Liens and (ii) the Company and its Subsidiaries have taken commercially reasonable
actions to maintain each item. With respect to Company Registered IP, each item is registered in the name of the Company or one
or more of its Subsidiaries.

(d) Section 3.16(d) de Company Disclosure Letter sets forth a true, complete and correct list, as of
the date of this Agreement, of all Contracts pursuant to which the Company or one or more of its Subsidiaries receives a license
or otherwise obtains a right to use any of the Company Licensed IP, other than commercially available, non-customized, off-the-shelf
software subject to “shrink-wrap” or “click-through” type terms and available to the Company or any of
its Subsidiaries, as applicable. The rights, licenses and interests of the Company or any of its Subsidiaries in and to all Company
Licensed IP are free and clear of all Liens or similar restrictions that restrict the use of the Company Licensed IP or the operation
of the Company’s and its Subsidiaries’ respective businesses, other than Permitted Liens and restrictions contained
in the applicable Contracts with the licensor of such Company Licensed IP, as set forth in Section 3.16(d) de Société
Disclosure Letter
.

(e) To the Knowledge of the Company, none of the activities or business currently conducted by the Company or any of
its Subsidiaries at any time since January 1, 2017 infringes, misappropriates or otherwise violates any valid and enforceable Intellectual
Property of any third Person. Neither the Company nor any of its Subsidiaries is subject to any Order that materially restricts
or impairs the use of any Company Intellectual Property.

(f) There is not now and has not been since January 1, 2016 a pending or threatened claim or Proceeding by any Person
asserting the alleged infringement, misappropriation or violation of any Intellectual Property of any Person by the Company or
any of its Subsidiaries, or contesting the validity, ownership, enforceability or right of the Company or any of its Subsidiaries
in or to any of the Company Owned IP, including in the nature of being offered a license or covenant not to sue, and to the Knowledge
of the Company, there is no basis for any such Proceeding with respect to any Intellectual Property of any Person. Since January
1, 2016, neither the Company nor any of its Subsidiaries has received any written notice of any conflict or pending conflict with,
or infringement, misappropriation or violation of, the rights of any Person with respect to any Intellectual Property or any license
to any Intellectual Property, or challenging the validity, ownership, enforceability, or right of the Company or any of its Subsidiaries
to use any Intellectual Property.

(g) There is not now and has not been since January 1, 2016 a pending or threatened claim or Proceeding by the Company
or any of its Subsidiaries asserting the alleged infringement, misappropriation or violation of any Company Intellectual Property
by any Person, or contesting the validity, ownership, enforceability or right of any Person in or to any Intellectual Property,
including in the nature of offering a license or covenant not to sue, and to the Knowledge of the Company, there is no basis for
any such Proceeding with respect to any Company Intellectual Property. Since January 1, 2014, neither the Company nor any of its
Subsidiaries has asserted rights in any of the Company Intellectual Property against any Person in any Proceeding, cease and desist
letter, or other written notice, including in the nature of offering a license or covenant not to sue.

(h) The Company and each of its Subsidiaries have taken reasonable measures to protect and preserve the confidentiality
of all material confidential information and all Trade Secrets that are Company Owned IP, or any Trade Secrets disclosed to the
Company or its Subsidiaries for which the Company or any of its Subsidiaries had or has an obligation of secrecy, against unauthorized
access, disclosure, use, modification or other misuse. To the Knowledge of the Company, there has been no material unauthorized
access, disclosure or use of any material Trade Secrets that are Company Owned IP, or any Trade Secrets disclosed to the Company
or its Subsidiaries for which the Company or any of its Subsidiaries had or has an obligation of secrecy, against unauthorized
access, disclosure, use, modification or other misuse.

(i) Except as would not, individually or in the aggregate, be material to the business of the Company and its Subsidiaries,
the Company and each of its Subsidiaries have used reasonable measures to protect the Trade Secrets included in the Company Intellectual
Property and have secured from all of their employees and consultants who independently or jointly contributed to the conception,
reduction to practice, creation or development of any Company Owned IP unencumbered and unrestricted exclusive ownership of all
such employee’s or consultant’s, as applicable, Intellectual Property in such contribution that the Company or any
of its Subsidiaries do not already own by operation of Law and such employee or consultant, as applicable, has not retained any
rights or licenses with respect thereto. Without limiting the foregoing, except as would not, individually or in the aggregate,
be material to the business of the Company and its Subsidiaries, the Company and its Subsidiaries have obtained proprietary information
and assignment Contracts from all current and former employees, consultants, contractors, and other Persons involved in the development
of any Intellectual Property with or for the Company or any of its Subsidiaries, and those Contracts assign and require assignment
to the Company or one or more of its Subsidiaries all right, title and interest in and to Intellectual Property developed by such
employees, consultants, contractors, and other Persons.

(j) There are no settlements, forbearances to sue, consents, Orders or similar obligations to which the Company or any
of its Subsidiaries is a party or is subject that (i) restrict the Company’s or any of its Subsidiaries’ rights to
use, enjoy or exploit any material Company Intellectual Property; (ii) materially restrict the Company’s or any of its Subsidiaries’
business in order to accommodate any Person’s right in or to any Intellectual Property; or (iii) permit any Person to use
any Company Intellectual Property.

(k) Except as set forth on Section 3.16(k) de Company Disclosure Letter, neither the Company nor any
of its Subsidiaries has entered into any contractual obligation requiring it to indemnify any other Person against infringement
or other violation of any Intellectual Property of any Person, nor has the Company or any of its Subsidiaries entered into any
contractual obligation requiring the Company or one of its Subsidiaries to grant any Person the right to bring infringement actions
or otherwise enforce rights with respect to any of the Company Owned IP.

(l)
To the Knowledge of the Company, since January 1, 2016, no current or former employee or consultant of the Company
or any of its Subsidiaries (i) is in violation of any (A) term or covenant of any contractual or other obligation to the Company
or any of its Subsidiaries relating to invention disclosure, invention assignment, non-disclosure, limitation of use, or non-competition,
or (B) any applicable material non-disclosure obligation or restrictive covenant obligation for the benefit of any other Person,
including any former employer of such employee or consultant, by virtue of such employee or consultant being employed by or performing
services for the Company or any of its Subsidiaries, or using Trade Secrets or proprietary information of such Person, including
any former employer, for the benefit of the Company or any of its Subsidiaries, or (ii) has developed any technology, Software
or other copyrightable, patentable or otherwise proprietary work for the Company or any of its Subsidiaries that is subject to
any agreement under which such employee or consultant has assigned or otherwise granted to any Person any rights other than the
Company (including rights in or to Intellectual Property) in or to such technology, Software or other copyrightable, patentable
or otherwise proprietary work or which has been subject to any confidentiality or use restrictions. To the Knowledge of the Company,
all disclosures by the Company or any of its Subsidiaries to any Person of material Company-owned confidential information and
Trade Secrets, or confidential information and Trade Secrets as to which the Company or any of its Subsidiaries had or has an obligation
of secrecy, have been made pursuant to the terms of a written contractual obligation between the Company or its applicable Subsidiaries
and such third Person requiring that such third Person not disclose or otherwise use such confidential information or Trade Secrets
for any purpose other than those expressly authorized in writing by the Company or any of its Subsidiaries, as applicable.

(m) With regard to proprietary Software that is developed or used by the Company or any of its Subsidiaries, or is currently
in development by the Company or any of its Subsidiaries, and other than as has not been, and would not reasonably be expected
to be, individually or in the aggregate, material to the business of the Company and its Subsidiaries, taken as a whole: (i) neither
the Company nor any of its Subsidiaries has assigned, delivered, licensed or made available, and does not have any obligation to
assign, deliver, license or make available, the source code for any such Software to any third Person, including any escrow agent
or similar Person; (ii) neither the Company nor any of its Subsidiaries has experienced any material defects or disruptions in
such Software, including any material error or omission in the processing of any transactions that have not been corrected; (iii)
no such Software (A) contains any code designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation
of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed,
or to damage or destroy data or files without the user’s consent, or (B) incorporates, embeds or is distributed or installed
with, statically or dynamically links with, or otherwise interacts with any Software that is distributed as free software, open
source software, or pursuant to similar licensing or distribution models, including pursuant to any GNU general public license
or limited general public license, in a manner that would require any Software included in the Company Owned IP, including any
source code associated with such Software, to be disclosed, licensed, or divulged to any other Person; (iv) current copies of the
source code for all such material Software are recorded on machine readable media, clearly identified and securely stored (together
with the applicable documentation) by the Company or any of its Subsidiaries; and (v) no capital expenditures are necessary with
respect to such Software or its use.

(n) No
item of Company Owned IP has been held to be invalid or unenforceable in any Order. The Company Owned IP (and, to the Knowledge
of the Company, the Company Licensed IP) is subsisting (or in the case of applications, applied for) and to the Knowledge of the
Company, valid and enforceable. No issued Patents or pending patent applications included in the Company Owned IP are subject
to any interference, reissue, reexamination, opposition, inter partes review, covered business method review, post-grant
review, or other post-grant proceeding. No Trademark that is included in the Company Owned IP is subject to any opposition, invalidation,
cancellation, or other administrative proceeding. Neither the Company nor any of its Subsidiaries is undertaking any interference,
reissue, reexamination, opposition, inter partes review, covered business method review, post-grant review, invalidation,
cancellation, or other administrative proceeding with respect to Intellectual Property of any Person. The Company and its Subsidiaries
have not knowingly made any material misrepresentations in the filings submitted to the applicable Governmental Authorities with
respect to any Company Registered IP and, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has
engaged in misuse, including patent or copyright misuse or any fraud or inequitable conduct, in connection with any Company Owned
IP.

(o) No Company Intellectual Property is being used or enforced by the Company or any of its Subsidiaries in a manner
that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any Intellectual Property used
in and necessary for or otherwise material to the conduct of the Company’s and any of its Subsidiaries’ businesses
as currently conducted.

(p) Except as set forth on Section 3.16(p) de Company Disclosure Letter, no Governmental Authority,
in the United States or any other jurisdiction, has acquired or has a right to acquire, including upon the occurrence of any pending
conditions, any right, title, or interest in or to any of the Company Owned IP, including any “limited rights” or “restricted
rights” as defined in the Federal Acquisition Regulations and related agency supplements, including the Defense Federal Acquisition
Regulation Supplement.

(q) Company and each of its Subsidiaries have at all times been and are in compliance in all material respects with (i) all Laws or
Orders applicable to the Company and each of its Subsidiaries that govern or regulate the privacy, security, processing, protection,
destruction, breach notification, or transfer of or with respect to individually identifiable information, including the Health
Insurance Portability and Accountability Act (HIPAA), the EU General Data Protection Regulation (GDPR), and similar international,
foreign, national, state and local data protection Laws and the regulations that implement the foregoing, as may be amended from
time to time (collectively, “Data Protection Laws”), and (ii) all contractual commitments made by it with respect
to the privacy or security of Personal Information (collectively, (i) and (ii), the “Privacy Requirements").
No claims are pending or have been threatened in writing or, to the Knowledge of the Company, threatened other than in writing,
against the Company or any of its Subsidiaries alleging any violation of the Privacy Requirements or any violation of any Person’s
privacy, personal information, or data rights.

(r) During the three (3) years prior to the date hereof, (i) there have been no material security breaches in the Company’s
or any of its Subsidiaries’ information technology systems, (ii) to the Knowledge of the Company, there have been no material
security breaches in the information technology systems used in the operation of the products or services provided or rendered
by the Company or any of its Subsidiaries, and (iii) there have been no disruptions in information technology systems that materially
adversely affected the Company’s or any of its Subsidiaries’ business or operations. The Company has used commercially
reasonable efforts to evaluate the disaster recovery and backup needs of the Company and its Subsidiaries and has implemented plans
and systems that are reasonably designed to address its assessment risk. The Company and each of its Subsidiaries: (A) have implemented,
maintains, and complies with written privacy and security policies with respect to any Personal Information processed by it or
on its behalf; (B) employ reasonable and appropriate safeguards sufficient to protect all Personal Information that is processed
by it or on its behalf from loss, misappropriation, or unauthorized or unlawful use, disclosure, access, or other processing; (C)
have provided any notice, and obtained any consent, required by any Privacy Requirement for any collection, use, disclosure, cross-border
transfer, retention, or other processing of Personal Information by it or on its behalf; and (D) have entered into an agreement
with each service provider or other Person that processes Personal Information for it or on its behalf, which agreement complies
with applicable Privacy Requirements. There has been no unauthorized access, loss, use, or disclosure of any Personal Information
in the possession or under the control of the Company or any of its Subsidiaries in violation of any Privacy Requirement. Neither
the Company nor any of its Subsidiaries has notified, nor has the Company or any Company Subsidiary been required to notify (whether
pursuant to applicable Law or otherwise), any Person of any information security breach or incident involving Personal Information.

Section 3.17 Real and Personal Property.

(a)
The Company and its Subsidiaries do not own any real property.

(b)
Section 3.17(b) de Company Disclosure Letter sets forth a complete and accurate list as of the
date of this Agreement of each lease, sublease, license or similar use and occupancy Contract (including any assignments, amendments,
extensions and modifications thereto, each, a “Lease”) pursuant to which the Company or any of its Subsidiaries
leases, subleases or otherwise uses or occupies, as applicable, any real or personal property from any other Person (whether as
a tenant, subtenant or pursuant to other occupancy arrangements) (collectively, the “Company Leased Property").
The Company has made available to Parent a true, correct and complete copy of each such Lease to date.

(c)
Except as set forth on Section 3.17(c) de Company Disclosure Letter, (i) the Company and its Subsidiaries
have valid leasehold interests under each of the Leases, free and clear of all Liens, except for Permitted Liens and (ii) the Company
and its Subsidiaries enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Property.

(d)
Each Lease for any Company Leased Property is in full force and effect and is a valid and binding obligation of the
Company or any of its Subsidiaries that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties
thereto.

(e)
No event has occurred and no condition exists, which with the giving of notice or the passage of time, or both, will
constitute a default under a Lease by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any counterparty
under such Lease, that would, individually or in the aggregate, materially impair or be reasonably likely to materially impair
the continued use and operations of the Company Leased Property to which they relate in the conduct of the business of the Company
and its Subsidiaries as presently conducted.

(f)
(i) no Person, other than the Company or a Subsidiary of the Company, possesses, uses or occupies, as applicable,
all or any portion of any Company Leased Property and (ii) neither the Company nor any Subsidiary of the Company is a party to
any agreement, right of first offer, right of first refusal or option with respect to the purchase or sale of any real property
or interest therein. As of the date hereof, there are no pending or, to the Knowledge of the Company, threatened Proceedings to
take all or any portion of the Company Leased Property or any interest therein by eminent domain or any condemnation proceeding
(or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.

Section 3.18
Environmental.

(a)
Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect:

(i) nuo
January 1, 2016, the Company and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including
possessing and complying with the terms of all Company Permits required for their operations as currently conducted under applicable
Environmental Laws;

(ii) (A)
there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company
or any of its Subsidiaries; (B) none of the Company or any of its Subsidiaries has received notice or a request for information
from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in actual
or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which
violation or liability is unresolved; and (C) none of the Company or any of its Subsidiaries is a party or subject to any Order
pursuant to Environmental Law that is currently in effect;

(iii) ten
have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to Knowledge of the Company, Releases
of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably
likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental
Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant
to applicable Environmental Law with respect to such Releases; et

(iv) nei
the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably
be expected to require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs arising in connection
with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture,
use, transportation or disposal of or exposure to Hazardous Materials.

(b) The Company has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations,
audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession
of or reasonably available to the Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or
relating to any Environmental Law; or (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly
owned, operated or leased by the Company or any of its Subsidiaries.

Section 3.19 Customers, Distributors, and Suppliers. Section
3.19
de Company Disclosure Letter sets forth (a) the ten (10) largest customers (by revenue) of the businesses of
the Company and its Subsidiaries (on a consolidated basis) during the twelve months ended December 31, 2018; (b) the ten (10) largest
distributors or sales agents (by revenue) of the businesses of the Company and its Subsidiaries (on a consolidated basis) during
the twelve months ended December 31, 2018; (c) (i) “single, sole source” suppliers, (ii) each supplier that together
with other suppliers ranked by purchasing volume represent 80% of the total purchasing volume of the Company and its Subsidiaries
(on a consolidated basis) during the twelve months ended December 31, 2018, (iii) each supplier where the purchasing volume of
the Company or its Subsidiaries, as applicable, to the Knowledge of the Company, is greater than 50% of such supplier’s total
sales volume (on a consolidated basis, if applicable) during the twelve months ended December 31, 2018, (iv) each supplier that,
to the Knowledge of the Company, owns or uses unique or specialized technologies or procedures for the production, handling or
service of the products delivered or services provided by the Company or any of its Subsidiaries, and (v) to the Knowledge of the
Company, any other supplier of the businesses of the Company and its Subsidiaries, the loss of which is expected to cause material
disruption to such businesses (on a consolidated basis) (each supplier set forth in (i) – (v), a “Material Supplier”);
and (d) each distributor, sales agent, and supplier of the businesses of the Company and each of its Subsidiaries with whom the
Company or any of its Subsidiaries is obligated by Contract to conduct any business on an exclusive basis, or upon consummation
of the Merger, with whom Parent or any of its Subsidiaries will be obligated to conduct business on an exclusive basis. Section
3.19(d)
de Company Disclosure Letter lists, for each distributor, sales agent, and supplier disclosed pursuant to
clause (d) of this Section 3.19, (i) the applicable product(s), geographic territory(ies), and customer(s) subject to the
exclusivity arrangement; and (ii) whether the exclusivity arrangement provides the distributor, sales agent, or supplier, as applicable,
any exclusive right to market, promote, sell, distribute the Company’s or any of its Subsidiary’s products or services.
Since January 1, 2019, through the date of this Agreement, no customer, supplier, distributor, or sales agent, as applicable, listed
įjungta Section 3.19 de Company Disclosure Letter has canceled or otherwise terminated, or to the Knowledge of the
Company, threatened to cancel or otherwise terminate, its relationship with the Company or any of its Subsidiaries, or has decreased
materially, or to the Knowledge of the Company, threatened to decrease materially, the quantity of products or services purchased
from or sold to, as the case may be, the businesses of the Company or any of its Subsidiaries. Section 3.19 de Société
Disclosure Letter
also sets forth (i) customers, suppliers, distributors, or sales agents, as applicable, that had entered
into a Contract with the Company or any of its Subsidiaries, which expired, lapsed or was terminated, and with whom the Company
or any of its Subsidiaries continues to do business as of the date hereof, and (ii) the terms of such continued business arrangements.

Section 3.20 Product Warranty. Each product manufactured, sold,
leased, delivered or distributed (including the featured and functionality offered thereby) or service provided or rendered by
the Company or any of its Subsidiaries complies in all material respects with all applicable contractual specifications, requirements
and covenants and all express and implied warranties made by the Company or any of its Subsidiaries and is not subject to any term,
condition, guaranty, warranty or other indemnity beyond the applicable standard terms and conditions for such product or service.
Section 3.20 de Company Disclosure Letter sets forth any material claims for replacement, repair or other damages
in connection with the Company’s or any of its Subsidiaries’ material products or services since January 1, 2019.

Section 3.21 Foreign Corrupt Practices Act; Anti-Corruption.

(a)
Since
January 1, 2016, none of the Company, any of its Subsidiaries or any of their respective officers, directors, employees or, to
the Knowledge of the Company, agents, distributors, consultants or independent contractors (to the extent acting on behalf of
the Company or any of its Subsidiaries) has directly or indirectly made, promised, or authorized or offered to make, promise or
authorize any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment or thing of value to any
Person, private or public, regardless of what form, whether in money, property or services, in violation of, to the extent applicable,
the FCPA, the U.S. Travel Act, the U.K. Bribery Act 2010, applicable Laws implementing the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions or any other applicable Law, rule or regulation relating to
anti-corruption or anti-bribery in any jurisdiction where the Company operates (collectively, the “Anti-Corruption Laws").
Without limiting the foregoing, since January 1, 2016, none of the Company, any of its Subsidiaries, or any of their respective
officers, directors, employees or, to the Knowledge of the Company, agents, distributors, consultants or independent contractors
(to the extent acting on behalf of the Company or any of its Subsidiaries) has directly or indirectly offered or given anything
of value corruptly to (i) any official, political party or official thereof or any candidate for political office or (ii) any
Person, while knowing that all or a portion of such thing of value will be offered, given or promised, directly or indirectly,
to any official, to any political party or official thereof or to any candidate for political office for the purpose of the following:
(A) influencing any act or decision of such official, political party, party official or candidate in his, her or its official
capacity, including influencing such official, political party, party official or candidate to do or omit to do any act in violation
of his, her or its lawful duty, or securing any improper advantage for the benefit of the Company or any of its Subsidiaries or
(B) inducing such official, political party, party official or candidate to use his, her or its influence with a Governmental
Authority or instrumentality thereof to affect or influence any act or decision of such Governmental Authority or instrumentality,
in order to assist the Company or any of its Subsidiaries in obtaining or retaining business for or with, or directing business
to, any Person or securing an improper advantage for the benefit of the Company or any of its Subsidiaries.

(b)
Since January 1, 2016, neither the Company, nor any of its Subsidiaries, nor, to the Knowledge of the Company, any
of the Company’s or its Subsidiaries’ respective agents, distributors, consultants or independent contractors (to the
extent acting on behalf of the Company or any of its Subsidiaries) (i) is or has been the subject of an unresolved claim or allegation
relating to (A) any potential violation of the Anti-Corruption Laws or (B) any potentially unlawful contribution, gift, bribe,
rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to
an official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice
or other communication (in writing) from, or made a voluntary disclosure to, any Governmental Authority regarding any actual, alleged
or potential violation of, or failure to comply with, any Anti-Corruption Laws.

(c)
The Company and its Subsidiaries maintain a system or systems of internal controls that are reasonable and customary
for companies similarly situated as the Company to (i) ensure compliance with Anti-Corruption Laws and (ii) prevent and detect
violations of Anti-Corruption Laws.

Section 3.22
Customs and International Trade Laws.

(a)
Since January 1, 2017, the Company and its Subsidiaries have been in compliance in all material respects with all
applicable Customs & International Trade Laws and there are no unresolved formal claims concerning the liability of any of
the Company or its Subsidiaries under such Laws. Without limiting the foregoing, (i) at all times since January 1, 2017, the Company
and its Subsidiaries and, to the Knowledge of the Company, Persons acting on their behalf have obtained all import and export licenses
and all other consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations, classifications and filings
required for the export, import, re-export or transfer of goods, services, software and technology required for the operation of
the respective businesses of the Company and its Subsidiaries, including Customs & International Trade Authorizations; (ii)
since January 1, 2017, no Governmental Authority has initiated any Proceedings or imposed any civil or criminal fine, penalty,
seizure, forfeiture, revocation of a Customs & International Trade Authorization, debarment or denial of future Customs &
International Trade Authorizations against any of the Company or its Subsidiaries or any of their respective directors, officers,
employees or agents in connection with any actual or alleged violation of any applicable Customs & International Trade Laws;
and (iii) since January 1, 2017, there have been no claims, investigations or requests for information by a Governmental Authority
with respect to the Company’s and its Subsidiaries’ Customs & International Trade Authorizations and compliance
with applicable Customs & International Trade Laws.

(b)
Neither the Company nor any of its Subsidiaries, and no director, officer or employee of any of the Company or its
Subsidiaries, (i) is a Sanctioned Person; or (ii) has pending or, to the Knowledge of the Company, threatened claims against it
with respect to Sanctions.

Section 3.23
FDA and Related Matters.

(a)
Section 3.23(a) de Company Disclosure Letter lists all Registrations held by the Company and each
of its Subsidiaries. Since January 1, 2016, the Company and its Subsidiaries possess all Registrations required to conduct their
respective businesses as currently conducted. Each such Registration is valid and subsisting in full force and effect. To the Knowledge
of the Company, as of the date hereof, neither the United States Food and Drug Administration (the “FDA”) nor
any comparable Regulatory Authority or Governmental Authority is considering limiting, suspending or revoking any such Registration
or changing the marketing classification or labeling of the products of the Company and any of its Subsidiaries. To the Knowledge
of the Company, there is no material false or misleading information or material omission in any product application or other submission
to the FDA or any comparable Regulatory Authority or Governmental Authority. Since January 1, 2016, the Company and each of its
Subsidiaries are in material compliance with, and have fulfilled and performed in all material respects their respective obligations
under, each such Registration (including applicable European legislation (e.g. Directive 93/42/EEC (MDD), Directive 2011/65/EU
(RoHS), Regulation 1907/2006/EC (REACH))), and, as of the date hereof, to the Knowledge of the Company, no event has occurred or
condition or state of facts exists which would constitute a breach or default or would cause revocation or termination of any such
Registration. Further, the Company has implemented all necessary steps needed to secure the enduring marketability of its products
under Regulation (EU) 2017/745 (MDR, application date May 26, 2020) or Regulation (EU) 2017/746 (IVDR, application date May 26,
2022). To the Knowledge of the Company, any third Person that is a manufacturer or contractor for the Company or any of its Subsidiaries
is in material compliance with all Registrations insofar as they pertain to the manufacture of product components or products for
the Company or any of its Subsidiaries, as applicable.

(b)
Since January 1, 2016, all products and services developed, tested, investigated, produced, manufactured, labeled,
promoted, distributed, marketed, stored, sold, imported, exported or used by or on behalf of the Company or any of its Subsidiaries
that are subject to the jurisdiction of the FDA or any comparable Regulatory Authority have been and are being developed, tested,
investigated, produced, manufactured, labeled, promoted, distributed, marketed, stored, sold, imported and exported, supervised
and maintained as applicable, in all material respects, in compliance with Device Laws, and any comparable Laws enforced by any
other Regulatory Authority that has jurisdiction over the operations of the Company or any of its Subsidiaries, including those
regarding non-clinical research, clinical research, establishment registration, device listing, pre-market notification, good manufacturing
practices, labeling, advertising, record-keeping, device importation and exportation, security, cybersecurity, adverse event reporting
and reporting of corrections and removals. To the Knowledge of the Company, except as would not be material to the Company and
its Subsidiaries, taken as a whole, since January 1, 2016, any third Person that is a manufacturer or contractor for the Company
or any of its Subsidiaries is in material compliance with all Device Laws or any other applicable Law insofar as they pertain to
the manufacture, promotion, marketing, sale, or maintenance of product components or products for the Company or any of its Subsidiaries.

(c)
As of the date hereof, there are no Proceedings pending or, to the Knowledge of the Company, threatened by or on
behalf of any Regulatory Authority that has jurisdiction over the operations of the Company and any of its Subsidiaries. Since
January 1, 2016, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company its contractors providing
services by or on behalf of the Company or its Subsidiaries, has received any Form FDA-483, notice of adverse finding, FDA warning
letter, notice of violation or “untitled letter,” notice of FDA action for import detention or refusal, or any other
notice from the FDA or any other Governmental Authority alleging or asserting noncompliance with any applicable Laws or Registrations.
Neither the Company nor any of its Subsidiaries is subject to any obligation arising under an administrative or regulatory action,
FDA inspection, FDA warning letter, FDA notice of violation letter or other notice, response or commitment made to or with the
FDA or any comparable Regulatory Authority. Since January 1, 2016, each of the Company and its Subsidiaries has made all notifications,
submissions, responses and reports required by Device Laws, including any such obligation arising under any administrative or regulatory
action, FDA inspection, FDA warning letter, FDA notice of violation letter, or other notice, response, or commitment made to or
with the FDA or any comparable Regulatory Authority or Governmental Authority and, to the Knowledge of the Company, all such notifications,
submissions, responses and reports were true, complete and correct in all material respects as of the date of submission to the
FDA or any comparable Regulatory Authority or Governmental Authority. To the Knowledge of the Company, as of the date hereof, no
basis for material liability exists with respect to regulatory requirements concerning notifications, submissions and reports.

(d)
Since January 1, 2016, no product distributed or sold by or on behalf of the Company or any of its Subsidiaries has
been seized, withdrawn, recalled, detained or subject to a suspension of manufacturing, and as of the date hereof, to the Knowledge
of the Company, there are no facts or circumstances reasonably likely to cause (i) the seizure, denial, withdrawal, recall, detention,
field notification, field correction, safety alert or suspension of manufacturing relating to any such product; (ii) a change in
the labeling of any such product; or (iii) a termination, seizure, limitation, restriction, modification or suspension of the marketing
or distribution (including for commercial, investigational or any other use) of any such product. As of the date hereof, no Proceedings
in the United States or any other jurisdiction seeking the withdrawal, recall, correction, suspension, import detention, seizure
or similar action of any such product are pending or, to the Knowledge of the Company, threatened against the Company or any of
its Subsidiaries. Since January 1, 2016, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge
of the Company, verbal notice from a Regulatory Authority or other Governmental Authority that any product distributed or sold
by or on behalf of the Company or any of its Subsidiaries cannot be developed, tested, investigated, produced, manufactured, labeled,
promoted, distributed, marketed, stored, sold, imported or exported substantially in the manner presently performed or contemplated
by or on behalf of the Company.

(e)
Since January 1, 2016, all preclinical and clinical investigations sponsored or conducted by or on behalf of the
Company or any of its Subsidiaries (including post-marketing studies) have been and are being conducted in material compliance
with all applicable Laws and other requirements, including Good Clinical Practices requirements, other Device Laws, applicable
research protocols, corrective action plans, and Data Protection Laws. No clinical trial sponsored or conducted by or on behalf
of the Company or any of its Subsidiaries has been terminated, materially delayed, limited or suspended prior to completion by
the FDA, any other applicable Regulatory Authority, or any institutional review board that has or has had jurisdiction over such
clinical trial, and neither the FDA nor any other applicable Regulatory Authority, nor any institutional review board that has
or has had jurisdiction over a clinical trial conducted or sponsored by or on behalf of the Company or any of its Subsidiaries,
has ordered or commenced, or, to the Knowledge of the Company, threatened to initiate, any action to place a clinical hold order
on, or otherwise terminate, materially delay, limit, modify or suspend, any proposed or ongoing clinical trial conducted or proposed
to be conducted by or on behalf of the Company or any of its Subsidiaries, or, to the Knowledge of the Company, alleged any violation
of any Device Law in connection with any such clinical trial.

Section 3.24
Healthcare Regulatory Compliance.

(a)
Neither the Company nor any of its Subsidiaries or any of its or their respective officers, directors, managing employees
(as such terms are defined in 42 C.F.R. § 1001.2), nor to the Knowledge of the Company, any agent (as such term is defined
in 42 C.F.R. § 1001.2) of the Company or any of its Subsidiaries, is a party to, or bound by, any Order, individual integrity
agreement, corporate integrity agreement or other formal or informal agreement with any Governmental Authority concerning compliance
with Federal Health Care Program Laws.

(b)
Neither the Company nor any of its Subsidiaries nor any of its or their respective officers, directors, managing
employees (as those terms are defined in 42 C.F.R. § 1001.2), nor to the Knowledge of the Company, any agent (as such term
is defined in 42 C.F.R. § 1001.2) of the Company or any of its Subsidiaries (i) has been charged with or convicted of any
criminal offense relating to the delivery of an item or service under any Federal Health Care Program; (ii) has been debarred,
excluded or suspended from participation in any Federal Health Care Program; (iii) has had a civil monetary penalty assessed against
it, him or her under Section 1128A of the Social Security Act of 1935, codified at Title 42, Chapter 7, of the United States Code
(the “SSA”); (iv) is currently listed on the U.S. General Services Administration published list of parties
excluded from federal procurement programs and non-procurement programs; or (v) to the Knowledge of the Company is the target or
subject of any current or potential investigation relating to any Federal Health Care Program-related offense. "Federal
Health Care Program
” has the meaning specified in Section 1128B(f) of the SSA and includes the Medicare, Medicaid and
TRICARE programs.

(c)
Neither the Company nor any of its Subsidiaries nor any of its or their respective officers, directors, managing
employees (as those terms are defined in 42 C.F.R. § 1001.2), nor to the Knowledge of the Company, any agent (as such term
is defined in 42 C.F.R. § 1001.2) of the Company or any of its Subsidiaries has engaged in any activity that is in violation
of, or is cause for civil or criminal penalties, mandatory or permissive exclusion from a Federal Health Care Program or other
administrative sanction under, the federal Medicare or federal or state Medicaid statutes, Section 1128, 1128A, 1128B, 1128C or
1877 of the SSA (42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b, 1320a-7c and 1395nn), the federal TRICARE statute (10 U.S.C.
§ 1071 et seq.), the civil False Claims Act of 1863 (31 U.S.C. § 3729 et seq.), criminal false claims statutes (e.g.,
18 U.S.C. §§ 287 and 1001), the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. § 3801 et seq.), the anti-fraud
and related provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (e.g., 18
U.S.C. §§ 1035 and 1347), the Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), or related regulations, or
any other Laws that govern the health care industry or relationships among health care providers, suppliers, distributors, manufacturers
and patients, including all state laws analogous to the foregoing (collectively, “Federal Health Care Program Laws").

(d)
To the Knowledge of the Company, no Person has filed or has threatened to file against the Company or any of its
Subsidiaries an action relating to any Device Law or Federal Health Care Program Law under any federal or state whistleblower statute,
including under the False Claims Act of 1863 (31 U.S.C. § 3729 et seq.).

(e)
Neither the Company nor any of its Subsidiaries is a “covered entity” as that term is defined in HIPAA,
has entered into a business associate contract where required by 45 C.F.R. § 164.504(e), and is not in breach of any such
business associate contract.

(f)
To the extent the Company and any of its Subsidiaries provide to customers or others reimbursement coding or billing
advice regarding products offered for sale or the provision of services by the Company or any of its Subsidiaries and procedures
related thereto, such advice is (i) true, complete and correct; and (ii) in material compliance with all Federal Health Care Program
Laws.

(g)
The Company has adopted a code of ethics and has an operational healthcare compliance program consistent in all material
respects with the Compliance Program Guidance published by the Office of Inspector General, U.S. Department of Health and Human
Services, which governs all employees, including sales representatives and their interactions with their physician and hospital
customers.

(h)
Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to
the Company and its Subsidiaries, taken as a whole, (i) all agreements or other arrangements between the Company or any of its
Subsidiaries on the one hand and any physician on the other hand for services are in writing, describe bona fide services required
by the Company or its Subsidiaries, as the case may be, provide for compensation that is no more than fair market value for such
services determined as of the effective date of such agreement, and are in material compliance with the Federal Anti-Kickback Statute
(42 U.S.C. § 1320a-7b(b)) (“AKS”); (ii) all agreements or arrangements with health care professionals for
services to or investments in the Company or any of its Subsidiaries, directly or indirectly, to which the Company or any of its
Subsidiaries is a party as of the date of this Agreement are listed on Section 3.24(h) de Company Disclosure Letter,
including true, complete and correct details as to amounts paid thereunder in 2019; (iii) all payments made and things of value
provided by the Company or any of its Subsidiaries to any health care professional for services rendered by such health care professional
have been made at fair market value determined as of the effective date of any such agreement and are in material compliance with
the AKS; and (iv) all such agreements, arrangements, payments and things of value are in material compliance with all applicable
Laws, including all Federal Health Care Program Laws.

(i)
The Company has timely, accurately, and completely reported all payments and transfers of value made to physicians
and teaching hospitals, as required by the Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h); and the Company is in material
compliance with all analogous state laws requiring the reporting of financial interactions with health care providers.

Section 3.25 Insurance. Section 3.25 de Société
Disclosure Letter
lists all insurance policies maintained by or on behalf of the Company or any of its Subsidiaries as of the
date of this Agreement. The Company and each of its Subsidiaries have paid, or caused to be paid, all premiums due under all such
insurance policies of the Company and each of its Subsidiaries, and all such insurance policies are, as of the date of this Agreement,
in full force and effect. As of the date of this Agreement, since January 1, 2016, none of the Company or any of its Subsidiaries
has received (i) notice that they are in default with respect to any obligations under such insurance policies or (ii) notice of
cancellation or termination with respect to any such existing insurance policy.

Section 3.26 Takeover Statutes. Assuming the accuracy of the representations
contained in Section 4.9, the Company Board has taken such actions and votes as are necessary to render the provisions of
any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover
statute or similar federal or state Law (including Section 203 of the DGCL) inapplicable to this Agreement, the Voting and Support
Agreement, the Merger or any other transactions contemplated by this Agreement.

Section 3.27 Brokers. No investment banker, broker, finder or
other intermediary (other than Citigroup Global Markets Inc., the fees and expenses of which will be paid by the Company) is entitled
to any investment banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates. True, correct
and complete copies of all agreements between the Company and Citigroup Global Markets Inc. have been delivered to Parent.

Section 3.28
Opinion of Financial Advisors. The Company Board
has received the opinion of Citigroup Global Markets Inc., as to the fairness of the Merger Consideration, from a financial point
of view, to the holders of Company Common Stock (other than Parent and Merger Sub or any of their Affiliates). A true, correct
and complete copy of the written opinion described above has been or will be delivered or made available to Parent promptly after
delivery thereof, it being understood and agreed that such opinion is for the sole benefit of the Company Board and may not be
relied upon by Parent or Merger Sub.

Section 3.29
No Other Representations or Warranties. Except for
the representations and warranties expressly made by the Company in this Article III, neither the Company nor any other
Person makes any representations or warranties on behalf of the Company with respect to the Company or any of its Subsidiaries.
The Company acknowledges and agrees that except for the representations and warranties expressly set forth in Article IV,
(A) none of Parent, Merger Sub or any of their respective Subsidiaries makes, or has made, any representations or warranties relating
to itself or its business or otherwise in connection with the Merger and the Company is not relying on any representation or warranty
except for those expressly set forth in Article IV and (B) no Person other than Parent and Merger Sub has been authorized
by Parent, Merger Sub or any of their respective Subsidiaries, as applicable, to make any representation or warranty relating to
Parent, Merger Sub or any of their respective Subsidiaries or the business of any of Parent, Merger Sub or any of their respective
Subsidiaries or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by
the Company as having been authorized by such party.

ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub
hereby, jointly and severally, represent and warrant to the Company as follows:

Section 4.1
Organization; Qualification. Each of Parent and Merger
Sub is (a) a corporation duly organized and validly existing under the laws of the jurisdiction of its respective incorporation
and has the requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and
operate its properties and assets in the manner in which its properties and assets are currently operated and (b) duly qualified
or licensed to do business and is in good standing in each jurisdiction in which the character or location of the property owned,
leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except
where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to, individually or
in the aggregate, impair in any material respect the ability of Parent or Merger Sub, as the case may be, to perform its obligations
under this Agreement or to consummate the Merger and pay the Aggregate Merger Consideration and other amounts required to be paid
by Parent and Merger Sub hereunder, or otherwise prevent, materially delay or materially impair the consummation of the Merger
and the other transactions contemplated by this Agreement (a “Parent Material Adverse Effect").

Section 4.2
Authority Relative to Agreement. Each of Parent and
Merger Sub has all necessary corporate power and authority to execute, deliver and perform their respective obligations under this
Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement
by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, have
been duly and validly authorized by all necessary corporate action by Parent and Merger Sub, and (in the case of the Merger, except
for the filing of the Certificate of Merger with the Delaware Secretary of State), no other corporate action or proceeding on the
part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by Parent and
Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement. This Agreement has
been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement
by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of
Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.