Corindus Vascular Robotics, Inc. 8-K



 



Exhibit 10.3


 



NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES
ACT.


 


CORINDUS
VASCULAR ROBOTICS, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


Original Issue Date: March __, 2018


 


Corindus Vascular Robotics, Inc., a Delaware
corporation (the “Company”), hereby certifies that, for value received, [___________] or its permitted registered
assigns (the “Holder”), is entitled to purchase from the Company up to a total of [____] shares of common stock,
$0.0001 par value per share (the “Common Stock”), of the Company (the “Warrant Shares”) at
an exercise price per share equal to $1.40 per share (as adjusted from time to time as provided in Section 9 herein, the
“Exercise Price”), at any time and from time to time on or after the date (the “Exercisability Date”)
that is six months following the date hereof (the “Original Issue Date”) and through and including 5:30 p.m.,
New York City time, on March __, 2028 (the “Expiration Date”), and subject to the following terms and conditions:


 


This Warrant (this “Warrant”)
is one of a series of warrants issued pursuant to that certain Securities Purchase Agreement, dated March 15, 2018, by and among
the Company and the Purchasers identified therein (the “Purchase Agreement”). All such Warrants are referred
to herein, collectively, as the “Warrants.”


 


1.            Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement.


 


2.            Registration
of Warrants. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, which
may be a third-party transfer agent (the “Warrant Register”), in the name of the record Holder (which shall
include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder)
from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


3.            Registration
of Transfers. Subject to the restrictions on transfer set forth in Section 4.1 of the Purchase Agreement and compliance with
all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed, to
the Company’s transfer agent or to the Company at its address specified in the Purchase Agreement and (x) delivery, at the
request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such
portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act
and all applicable state securities or blue sky laws (other than in connection with any transfer (i) pursuant to an effective registration
statement, (ii) to the Company, (iii) pursuant to Rule 144 (provided that such Holder provides the Company with reasonable assurances
(in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule),
and (y) delivery by the transferee of a written statement to the Company certifying that the transferee is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and making the representations and certifications set forth
in Sections 3.2(b), (c), (d), (f), (k) and (o) of the Purchase Agreement, to the Company at its address specified in the Purchase
Agreement. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant
(any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued
to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The
Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.


 



    


     


    

 


4.            Exercise
and Duration of Warrant.


 


(a)          All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this
Warrant at any time and from time to time on or after the Exercisability Date and through and including 5:30 p.m. New York City
time, on the Expiration Date. At 5:30 p.m., New York City time, on the Expiration Date, the portion (or all) of this Warrant not
exercised prior thereto shall be and become void and of no value and this Warrant shall be automatically terminated and no longer
outstanding, provided, however, that if the last reported Closing Sale Price immediately prior to the Expiration
Date was greater than the Exercise Price, then this Warrant shall be automatically deemed exercised on a cashless basis as of 4:01
p.m. (ET) on the Expiration Date.


 


(b)          The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1
hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if
so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10
below), and the date on which Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions
hereof) is an “Exercise Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable
Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained
in Sections 3.2(b), (c), (d), (f), (k) and (o) of the Purchase Agreement are true and correct as of the Exercise Date and the date
on which Holder pays the Company the Exercise Price as if remade in their entirety (or, in the case of any transferee Holder that
is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations
are true and correct as to such assignee Holder as of the Exercise Date). The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement
by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise
Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares.


 



    2


     


    

 


5.            Delivery
of Warrant Shares.


 


(a)          Upon
exercise of this Warrant and delivery of the Exercise Price, the Company shall promptly (but in no event later than two Trading
Days after the later of the Exercise Date and delivery of the Exercise Price) issue or cause to be issued and cause to be delivered
to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the
Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a
name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion
of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may
be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities
or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an
electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”)
or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant
Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable
without restriction under Rule 144 by Holders who are not affiliates of the Company, in which case such Holder shall receive a
certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person
permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such
Warrant Shares as of the Exercise Date. Notwithstanding anything contained herein to the contrary, if the Holder fails to deliver
the documents required to register a transferee as set forth in Section 3 above or to provide the documents required under
this Section 5(a) to issue a certificate or electronic delivery of the Warrant Shares to any Person(s) other than the Holder,
then determination of the two Trading Days shall be tolled until such documents have been delivered to the Company. If the Warrant
Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable
best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing
corporation performing similar functions, if available; provided that, the Company may, but will not be required to, change
its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.


 


(b)          To
the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject
to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company (other than breaches related
to this Warrant or the Purchase Agreement) or any violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with
the issuance of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant
as required pursuant to the terms hereof.


 


6.            Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect
of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration
of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.


 



    3


     


    

 


7.            Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and, in each case, a customary and
reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances shall
also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company
may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.            Reservation
of Warrant Shares. The Company represents and warrants that on the date hereof, it has duly authorized and reserved, and covenants
that it will at all times during the period this Warrant is outstanding reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable and free from all taxes, liens and charges created
by the Company in respect of the original issuance thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue). The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares
upon the exercise of the purchase rights under this Warrant. The Company represents and warrants that the Warrant Shares, when
issued and paid for in accordance with the terms of the Transaction Documents and the Warrants, will be issued free and clear of
all security interests, claims, liens and other encumbrances other than restrictions imposed by applicable securities laws. The
Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation
system upon which the Common Stock may be listed.


 


9.            Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
its outstanding shares of Common Stock into a larger number of shares, (iii) combines (by combination, reverse stock split or otherwise)
its outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of Common Stock
any shares of capital stock of the Company, then in each such case the Exercise Price shall be adjusted to a price determined by
multiplying the Exercise Price in effect immediately prior to the effective date of such event by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding on such effective date immediately before giving effect to such
event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to
such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination
or reclassification.


 



    4


     


    

 


(b)          Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock
for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by
the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset, including
cash (in each case, “Distributed Property”), except, for any distributions pursuant to a shareholders’
rights plan or similar takeover defense agreement or plan adopted by the Company, then, upon any exercise of this Warrant that
occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder shall be
entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property
that such Holder would have been entitled to receive in respect of such number of Warrant Shares had the Holder been the record
holder of such Warrant Shares immediately prior to such record date.


 


(c)          Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects (A) any merger of the Company with
(but not into) another Person, in which stockholders of the Company immediately prior to such transaction own less than a majority
of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company into another Person, (ii) the
Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer approved or authorized by the Company’s Board of Directors is completed pursuant to which holders
of at least a majority of the outstanding Common Stock tender or exchange their shares for other securities, cash or property,
or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision
or combination of shares of Common Stock covered by Section 9(a) above or as a result of a transaction, the primary purpose
of which is to change the jurisdiction of incorporation of the Company) (in any such case, a “Fundamental Transaction”),
then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”),
and the Holder shall no longer have the right to receive Warrant Shares upon exercise of this Warrant. The provisions of this Section
9(c) shall similarly apply to subsequent transactions of an analogous type to any Fundamental Transaction.


 


(d)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 9(a), the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(e)          Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable.


 


(f)           Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such
adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing
in reasonable detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy
of each such certificate to the Holder and to the Company’s transfer agent.


 



    5


     


    

 


(g)          Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of
cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of such transaction at least five (5) Trading Days prior
to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote
with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein
shall not affect the validity of the corporate action required to be described in such notice.


 


10.          Payment
of Exercise Price. The Holder shall either pay the Exercise Price in immediately available funds or by way of a “cashless
exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares
to be issued to the Holder.


 


Y = the total number of Warrant
Shares with respect to which this Warrant is being exercised.


 


A = the average of the Closing
Sale Prices of the shares of Common Stock (as reported by Bloomberg Financial Markets) for the five consecutive Trading Days ending
on the date immediately preceding the Exercise Date.


 


B = the Exercise Price then
in effect for the applicable Warrant Shares at the time of such exercise.


 


For purposes of this Warrant, “Closing
Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market
for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended
hours basis and does not designate a last trade price, then the last trade price of such security prior to 4:00 p.m., New York
City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last closing price of such security
in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or,
if no closing bid price is reported for such security by Bloomberg Financial Markets, the average of the bid prices of any market
makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then the Board of Directors of the Company shall use its good faith judgment to determine
the fair market value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.


 


For purposes of Rule 144, it is intended,
understood and acknowledged that the provisions above permitting “cashless exercise” are intended, in part, to ensure
that a full or partial exchange of this Warrant pursuant to such provisions will qualify as a conversion, within the meaning of
paragraph (d)(3)(ii) of Rule 144, and the holding period for the Warrant Shares shall be deemed to have commenced as to such original
Holder, on the Original Issue Date.


 



    6


     


    

 


11.          Limitations
on Exercise.


 


(a)          Exchange
Ownership Limit. Notwithstanding anything to the contrary contained herein, until such time as the Company has obtained Stockholder
Approval in accordance with Section 4.13 of the Purchase Agreement, the number of Warrant Shares that may be acquired by the Holder
upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following
such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder (together with
such Holder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of the Principal Trading Market regulations or Section 13(d) of the Exchange Act and the applicable regulations of
the Commission, including any “group” of which the Holder is a member) does not exceed 19.99% of the total number of
the issued and outstanding shares of Common Stock on the Original Issue Date (including for such purpose the shares of Common Stock
issuable upon such exercise and the share of Common Stock issuable upon the conversion of the Preferred Stock issued pursuant to
the Purchase Agreement) (the “Ownership Limit”).


 


(b)          [Beneficial
Ownership Limit. Subject to Section 11(a), the number of Warrant Shares that may be acquired by the Holder upon any
exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such
exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder (together with such
Holder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act and the applicable regulations of the Commission, including any “group”
of which the Holder is a member) does not exceed [9.99][4.99]% of the total number of then issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such exercise) (the “Beneficial Ownership Limit”).
For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to such Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the Beneficial Ownership Limit applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by such Holder) and of which a portion of this Warrant is exercisable
shall be in the sole discretion of a Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion
of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limit, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 11, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may
be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth
the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three Trading
Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. This provision shall not
restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of
securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section
9 of this Warrant. By written notice to the Company, subject to Section 11(a), the Holder may increase or decrease the Beneficial
Ownership Limit applicable solely to such Holder to such other percentage limit as may be determined by the Holder, not to exceed
[19.99][9.99]%, provided that any increase in the Beneficial Ownership Limit shall not be effective until the 61st day
after such notice is delivered to the Company.]


 



    7


     


    

 


12.          No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the
next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any
such fractional shares.


 


13.          Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of electronic transmission, if such notice
or communication is delivered via electronic transmission to the e-mail address specified in the Purchase Agreement prior to 5:30
p.m., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via electronic transmission to the e-mail address specified in the Purchase Agreement on a day that is not a Trading
Day or later than 5:30 p.m., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent
by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person
to whom such notice is required to be given, if by hand delivery. The address and e-mail address of a Person for such notices or
communications shall be as set forth in the Purchase Agreement unless changed by such Person by two Trading Days’ prior notice
to the other Person(s) in accordance with this Section 13.


 


14.          Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 15 days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 


15.          Miscellaneous.


 


(a)          No
Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any
of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities, whether such liabilities are asserted
by the Company or by creditors of the Company.


 


(b)          Authorized
Shares.


 


(i)           The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation or of any requirements of the Trading Market upon which the Common Stock
may be listed.


 



    8


     


    

 


(ii)          Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this
Warrant.


 


(iii)         Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or
in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


(c)          Successors
and Assigns. Subject to the restrictions on transfer set forth in this Warrant and in Section 4.1 of the Purchase Agreement,
and compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by
the Company without the written consent of the Holder except to a successor in the event of a Fundamental Transaction. This Warrant
shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant.


 


(d)          Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holders of Warrants representing no less than a majority of the Warrant Shares obtainable upon exercise
of the Warrants then outstanding.


 


(e)          Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 



    9


     


    

 


(f)           Governing
Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, NEW YORK, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE
TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT
IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES
PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF
VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THE PURCHASE AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g)          Headings.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(h)          Severability.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and
the Holder will attempt in good faith to agree upon a valid and enforceable provision which as closely as possible reflects the
intent of the parties hereto, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]


 










    10


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	CORINDUS VASCULAR ROBOTICS, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:  Mark J. Toland	 
	 	Title:   Chief Executive Officer and
    President	 
	 	 	 	 
	 	By:	 	 
	 	Name:  David W. Long	 
	 	Title:   Chief Financial Officer and
    Senior Vice President	 







 


[Signature Page to Warrant]


 




    


     


    

 


SCHEDULE 1


 


CORINDUS
VASCULAR ROBOTICS, INC.


 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase
shares of Common Stock under the Warrant]


 


Ladies and Gentlemen:


 


(1)          The
undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by Corindus Vascular Robotics, Inc.,
a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have
the respective meanings set forth in the Warrant.


 


(2)          The
undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


 


(3)          The
Holder intends that payment of the Exercise Price shall be made as (check one):


 


		☐	Cash Exercise



 


		☐	“Cashless Exercise” under Section 10 of the
Warrant



 


(4)          If
the Holder has elected a Cash Exercise, the Holder shall pay the sum of $_______ in immediately available funds to the Company
in accordance with the terms of the Warrant.


 


(5)          Pursuant
to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the
Warrant. Please issue (check applicable box):


 


		☐	A certificate of certificates representing the Warrant
Shares in the name of the undersigned or in such other name as is specified below:









	 	 



 


		☐	The Warrant Shares in electronic form to the following
account:



 


	Name and
Contact for Broker:	 	 



 


	Broker no: 	 	 



 


	Account no: 	 	 



 


	Account holder:	 	 






 



[Signature
Page to Warrant]


 


    


     


    

 


(6)          By
its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11 of the Warrant to
which this notice relates.


 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


Dated: __________________, _________


 


Name of Holder: ________________________


 


By: ____________________________
(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)


Name:


Title:


 


[Signature Page to Warrant Exercise Notice]


 




    


     


    

 


SCHEDULE 2


 


CORINDUS
VASCULAR ROBOTICS, INC.


 


FORM OF ASSIGNMENT


 


[To be completed and executed by the Holder
only upon transfer of the Warrant]


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto _________ (the “Transferee”) the right represented by
the within Warrant to purchase ________ shares of Common Stock of Corindus Vascular Robotics, Inc., a Delaware corporation
(the “Company”) to which the within Warrant relates and appoints ___________ attorney to transfer said
right on the books of the Company with full power of substitution in the premises. In connection therewith, the undersigned
represents, warrants, covenants and agrees to and with the Company that:


 


		(a)	the offer and sale of the Warrant contemplated hereby is being made in compliance with Section
4(1) of the United States Securities Act of 1933, as amended (the “Securities Act”), or another valid exemption
from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of
the states of the United States;



 


		(b)	the undersigned has not offered to sell the Warrant by any form of general solicitation or general
advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising;



 


		(c)	the undersigned has read the Transferee’s investment letter included herewith, and to its
actual knowledge, the statements made therein are true and correct; and



 


		(d)	the undersigned understands that the Company may condition the transfer of the Warrant contemplated
hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect
that such transfer may be made without registration under the Securities Act and under applicable securities laws of the states
of the United States.



 


	Dated: __________________	 	 
	 	 	 
	 	 	
        (Signature must conform in all respects to name of holder as
        specified on the face of the Warrant)

         

	 	 	
	In the presence of:	 	
        Address of Transferee