CORINDUS VASCULAR ROBOTICS, INC. 8-K


Exhibit 10.2


 





	 	


 





	Siemens Healthineers AG,
    SHS BF, Karlheinz-Kaske-Str. 5, 91052 Erlangen	Name	Dr. Jochen Schmitz
	 	Abteilung	SHS BF
	 	 	 
	 	Telefon	+49 (9131) 84-8390
	Corindus Vascular Robotics, Inc.	E-Mail	jochen.schmitz@siemens-healthineers.com
	Att. Jeffrey C. Lightcap	 	 
	309 Waverley Oaks Road, Suite 105	Datum	7 August 2019
	Waltham, MA 02452	 	 
	United States of America	 	 







 


Letter of Support


 


Dear Mr.Lightcap,

Dear Sir, Madam,


 


In connection with the Agreement and Plan
of Merger, dated August 7, 2019, by and among Siemens Medical Solutions USA, Inc., (“Parent”) which is an indirect
wholly owned subsidiary of Siemens Healthineers AG, a company duly organized under the laws of Germany, Corpus Merger, Inc., and
Corindus Vascular Robotics, Inc., (“Corindus”) (the “Merger Agreement”), as an inducement for Corindus
to enter into the Merger Agreement, Siemens Healthineers AG is providing this Letter of Support. All capitalized terms used and
not defined herein shall have the same meaning as ascribed to them in the Merger Agreement.


 


1. Definitions: In this Letter
of Support, the following definitions apply:


 


“Obligations” means
all monetary obligations and liabilities of Parent to Corindus in accordance with, and arising from, the Merger Agreement, including,
but not limited to, the payment obligations set forth in Article II of the Merger Agreement and any and all monetary damages that
may be awarded to Corindus as a result of any breach by Parent of the Merger Agreement, but excluding the indemnification obligations
set forth in Section 5.6 of the Merger Agreement, up to the maximum amount equivalent to the Aggregate Merger Consideration.


 


“Effective Date” means
the date on which Siemens Healthineers AG has received Corindus’ acceptance of this Letter of Support.


 


2. Commitment to Support:
Siemens Healthineers AG hereby agrees, guarantees and commits to the complete payment and discharge of all Obligations of Parent.


 


If Parent defaults in the due and punctual
payment of the Obligations, Corindus shall be entitled to seek satisfaction and payment of such Obligations directly against Siemens
Healthineers AG in writing in accordance with, and subject to, the terms and conditions of the Merger Agreement after Corindus
has first made written demand for satisfaction and payment of the relevant Obligations to Parent and the expiry of a grace period
of thirty (30) days. Corindus agrees to promptly notify Siemens Healthineers AG in writing and in reasonable detail of any non-fulfilment
of any Obligations by Parent. Siemens Healthineers AG may raise all objections and defences Parent may have under the Merger Agreement
or otherwise and may assume all such rights of set off, defence, counterclaim, limitation and/or exclusion of liability as the
Parent may have against Corindus pursuant to the Merger Agreement or otherwise.


 


Corindus shall not be obliged, before taking
steps to enforce any of its rights and remedies under this Letter of Support, to: (a) take any action or obtain judgment in any
court against Parent; (b) make or file any claim in a bankruptcy, liquidation, administration or insolvency of Parent; or (c) enforce
or seek to enforce any claim, right or remedy against Parent.


 





	
        Siemens Healthineers AG 

        Vorsitzender des Aufsichtsrats: Michael Sen; 

        Vorstand: Bernhard Montag, Vorsitzender; 

        Mitglieder: Jochen Schmitz, Michael Reitermann 
	
        Karlheinz-Kaske-Str. 5

        

        91052 Erlangen

        

        Deutschland 
	
        Tel.: +49 (9131) 84 0

        

        www.siemens-healthineers.com 

	Sitz der Gesellschaft: München, Deutschland; Registergericht: München, HRB 237558







 






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        Brief vom 7 August 2019

         
	







 


3. Term: This Letter of Support
shall be effective as of the Effective Date. This Letter of Support and any obligations of Siemens Healthineers AG as set out in
this Letter of Support will terminate on the earlier of (a) when all of the Obligations under this Letter of Support have been
paid, observed or satisfied in full or (b) 7 September 2020, unless and to the extent (i) Corindus has sought satisfaction and
payment of due Obligations against Siemens Healthineers AG in writing pursuant to the requirements set out in Clause 2; and (ii),
as of 7 September, 2020, Corindus has instituted or filed a Proceeding related to such Obligations against Siemens Healthineers
AG in a court of competent jurisdiction; under these circumstances Siemens Healthineers AG’s obligations hereunder shall
to such extent not terminate on 7 September, 2020, but shall remain in full force and effect until such Proceeding has been fully
and finally resolved by a final and non-appealable judgment from a court of competent jurisdiction or finally settled in a settlement
agreement.


 


4. Miscellaneous:


 


No modification to this Letter of Support
will be binding unless it is made and agreed by the parties hereto in writing. This Letter of Support is the parties’ entire agreement
relating to the subject matter herein.


 


Corindus may not assign any of its rights
under this Letter of Support without the prior written consent of Siemens Healthineers AG. Any person who is not a party to this
Letter of Support shall have no right under it. Corindus will immediately return the original of this Letter of Support if this
Letter of Support is replaced or has otherwise terminated, expired or been released.


 


5. Notices: Unless otherwise
instructed in writing, please address any and all notices relating to this Letter of Support exclusively to:


 


Siemens Healthineers AG


 c/o Siemens Healthcare GmbH, 





Att. Dagmar Munani, SHS LC, and Marco
Stülpner, SHS M&A





Karlheinz-Kaske-Str. 5, 91052 Erlangen,
Germany





Email: dagmar.mundani@siemens-healthineers.com





marco.stuelpner@siemens-healthineers.com


 


6. Governing law, interpretation,
jurisdiction: This Letter of Support is governed by the laws of Germany (to the exclusion of its conflict of laws rules).
This Letter of Support and its terms shall be construed according to the laws of Germany. If the legal meaning of a term ascribed
to such term in English law or legal terminology differs from the legal meaning in German law or legal terminology, the German
meaning will prevail. German legal concepts which are addressed in English language in this Letter of Support will be interpreted
pursuant to German law and not with a view to the meaning of such English terms in any other jurisdiction.


 


All disputes, claims, controversies and
disagreements relating to or arising in connection with this Letter of Support, or its subject matter shall be subject to the exclusive
jurisdiction of the courts of Germany.


 


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        Brief vom 7 August 2019

         
	


 





[signature page Letter of Support]


 


Siemens Healthineers AG


 


	 	/s/ Jochen Schmitz	 	/s/ Marco Stulpner
	 	Dr. Jochen Schmitz, CFO	 	Marco Stülpner, SHS M&A


 


Accepted: Corindus Vascular Robotics, Inc.


 


	 	 	 	 	 
	 	 	 	 	 
	Waltham, MA, USA 8/7/2019	 	/s/ Mark J. Toland	 	 
	Place and Date	 	(Signature)	 	(Signature)
	 	 	 	 	 
	 	 	Mark J. Toland	 	 
	 	 	(Name of Signatory	 	(Name of Signatory
	 	 	in capital letters)	 	in capital letters)
	 	 	 	 	 
	 	 	 	 	 
	 	 	CEO and President	 	 
	 	 	(Function of Signatory	 	(Function of Signatory
	 	 	in capital letters)	 	in capital letters)







 





	 	First copy for Corindus Vascular Robotics, Inc. 
	 	 
	 	Second copy for Siemens Healthineers AG



 




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