EXHIBIT 10.4 STEVEN J. NUNES AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of February 13, 2009 (the "Effective Date"), by and between MAKO Surgical Corp., a Delaware...Employment Agreement • February 20th, 2009 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
EXHIBIT 10.2 FRITZ L. LAPORTE AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of February 13, 2009 (the "Effective Date"), by and between MAKO Surgical Corp., a Delaware...Employment Agreement • February 20th, 2009 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
7,000,000 Shares1 MAKO Surgical Corp. Common Stock PURCHASE AGREEMENTPurchase Agreement • August 17th, 2009 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
PIPER JAFFRAY & CO. As Representative of the several Underwriters named in Schedule I hereto c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402
ContractWarrant Agreement • May 7th, 2012 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 31st, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is made as of the ___ day of ___, 200___ by and between MAKO Surgical Corp., a Delaware corporation, (the “Company”) and ___ (the “Indemnitee”).
5,500,000 Shares1 MAKO Surgical Corp. Common Stock PURCHASE AGREEMENTPurchase Agreement • November 5th, 2010 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
MAKO Surgical Corp., a Delaware corporation (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 5,500,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 825,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2012 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2012, by and among MAKO Surgical Corp., a Delaware corporation (the “Company”), and those lenders set forth on Schedule 1 to the Facility Agreement (as defined below) (each individually, a “Lender” and together, the “Lenders”).
3,042,000 Shares MAKO Surgical Corp. Common Stock PURCHASE AGREEMENTPurchase Agreement • November 15th, 2012 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
MAKO Surgical Corp., a Delaware corporation (the “Company”), proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 3,042,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 456,300 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
MAURICE R. FERRÉ AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) is dated November 12, 2007 and amends the Employment Agreement dated as of September 18, 2007, by and between MAKO Surgical Corp., a Delaware corporation (the “Company”), and Maurice R. Ferré (the “Executive”).
Development AgreementDevelopment Agreement • January 31st, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This Development Agreement (“Agreement”), is made and entered into, to be effective as of July 6, 2007 (the “Effective Date”), by and between MAKO Surgical Corp, a Delaware corporation having its principal place of business at 2555 Davie Road, Ft. Lauderdale, Florida (“Company”), and Martin W. Roche, M.D., with an address at 2320 Delmar Place, Ft. Lauderdale, Florida 33301 (“Physician”). Company and Physician may each be referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2013 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of May 31, 2013 (the “Effective Date”), by and between Ian Dawson (“Employee”) and MAKO Surgical Corp. (“Company”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2011 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective as of November 7, 2011 (the “Effective Date”), by and between Duncan Moffat (“Employee”) and MAKO Surgical Corp. (“Company”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • January 31st, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment (“Amendment”) is made effective July 6, 2007 (“Effective Date”), by and between MAKO Surgical Corp. (“MAKO”) with a principle place of business at 2555 Davie Road, Ft. Lauderdale, FL 33317 and Martin W. Roche, M.D. (“Consultant”) currently residing at 2320 Delmar Place, Ft. Lauderdale, Florida 33301.
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2010 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of March 29, 2010 (the “Effective Date”), by and between Richard Leparmentier (“Employee”) and MAKO Surgical Corp. (“Company”).
SUBLICENSE AGREEMENTSublicense Agreement • February 8th, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Sublicense Agreement (the “Agreement”), effective as of May 24th, 2006 (“Effective Date”) is made by and between SensAble Technologies, Inc. (“SensAble”), a Delaware corporation, having offices at 15 Constitution Way, Woburn, MA 01801, and MAKO Surgical Corp. (“MAKO”), a Delaware corporation with offices at 2901 Simms St., Hollywood, FL 33020. SensAble and MAKO are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2007 • MAKO Surgical Corp. • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of January 1st, 2005, by and between Fritz L. LaPorte (“Employee”), MAKO Surgical Corp. (“Company”) and Z-KAT, Inc. (“Z-KAT”), only for the purposes of Section 5(b)(iii) herein.
] Shares MAKO SURGICAL CORP. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
LICENSE AGREEMENTLicense Agreement • November 14th, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into this 1st day of September, 2005 (the “Effective Date”), by and among Integrated Surgical Systems, Inc., a Delaware corporation (“ISS”), and MAKO Surgical Corp., a Delaware corporation (“MAKO”). ISS and MAKO are each referred to as a “Party” and collectively as “Parties.”
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into this 17th day of December, 2004, by and among Z-KAT, INC., a Florida corporation (“Z-KAT”), and MAKO Surgical Corp., a Delaware corporation (“Company”).
EXECUTION COPY PATENT CROSS LICENSELicense Agreement • November 14th, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
LICENSE AGREEMENT (“Agreement”) dated as of the Agreement Date, hereinbelow defined, by and between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“IBM”), MAKO Surgical Corporation, a Delaware corporation (MAKO), and Z-KAT, Inc., a Florida corporation and a holder of some or all intellectual property for MAKO (“Z-KAT”).
LICENSE AGREEMENTLicense Agreement • November 14th, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This License Agreement (along with all schedules and exhibits hereto, the “Agreement”) is made and entered into as of the last date of execution appearing on the signature page hereto (the “Effective Date”), by and between Encore Medical, L.P., a Delaware limited partnership, having its principal place of business in Austin, Texas (“ENCORE”) and MAKO Surgical Corp., a Delaware corporation, having its principal place of business in Ft. Lauderdale, Florida (“MAKO”). ENCORE and MAKO are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • January 31st, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This Consulting Agreement (“Agreement”) is made and entered into on August 12, 2005 (“Effective Date”) by and between MAKO Surgical Corp. (“MAKO”) with a principle place of business at 2901 Simms Street, Hollywood, Florida 33020 and Martin W. Roche, M.D. (“Consultant”) currently residing at 2320 Delmar Place, Ft. Lauderdale, Florida 33301.
PIPELINE BIOMEDICAL HOLDINGS, INC. COMMON STOCK SUBSCRIPTION AGREEMENT OF MAKO SURGICAL CORP.Common Stock Subscription Agreement • November 8th, 2012 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
ASSET PURCHASE AGREEMENT by and between PIPELINE BIOMEDICAL HOLDINGS, INC. (“Seller”) and MAKO SURGICAL CORP. (“Buyer”) Dated: October 1, 2013Asset Purchase Agreement • October 2nd, 2013 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated October 1, 2013, is by and between Pipeline Biomedical Holdings, Inc., a New Jersey corporation having its principal place of business at 3 Wing Drive, Suite 102, Cedar Knolls, NJ 07927 (“Seller”), and MAKO Surgical Corp., a Delaware corporation having its principal place of business at 2555 Davie Road, Ft. Lauderdale, FL 33317 (“Buyer”). Buyer and Seller are referred to individually as a “Party” and collectively as the “Parties.”
RESEARCH AGREEMENTResearch Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS AGREEMENT effective this 10th day of February, 2005 by and between MAKO SURGICAL CORP., with offices located at 2901 Simms St., Hollywood, FL 33020, (“Sponsor”) and the UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, an educational institution of the State of Florida (“University”).
MAKO SURGICAL CORP. EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENTEmployee Stock Purchase Plan Subscription Agreement • May 7th, 2010 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
MAKO SURGICAL CORP. EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENTEmployee Stock Purchase Plan Subscription Agreement • April 29th, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
MAKO SURGICAL CORP. 2008 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 8th, 2012 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
MAKO Surgical Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet and in the attachment (together, the “Agreement”) and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2008 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of the 28th day of October, 2008 by and among MAKO Surgical Corp., a Delaware corporation (the “Company”) and the investors of the Company that have signed signature pages hereto (the “Investors”), being the requisite percentage of the Series A Investors, Series B Investors and Series C Investors. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Registration Rights Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2012 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Registration Rights Agreement”) is dated as of November 7, 2012, and is entered into by and between MAKO Surgical Corp., a Delaware corporation having its principal office at 2555 Davie Road, Fort Lauderdale, Florida 33317 (the “Company”), and Pipeline Biomedical Holdings, Inc. (successor by merger to Pipeline Biomedical Holdings, LLC), a New Jersey corporation having its principal place of business at 3 Wing Drive, Suite 200, Cedar Knolls, NJ 07927 (the “Holder”).
MAKO SURGICAL CORP.Restricted Stock Agreement • April 15th, 2010 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MAKO Surgical Corp., a Delaware corporation (the “Company”), effective as of the Grant Date below, grants shares of its common stock, $.001 par value, (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s 2008 Omnibus Incentive Plan (the “Plan”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG MAKO SURGICAL CORP. AND EACH OF THE INVESTORS IDENTIFIED HEREIN AND THE ADDITIONAL INVESTORS FROM TIME TO TIME PARTY HERETO FEBRUARY 6, 2007Registration Rights Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 6, 2007 (the “Effective Date”), by and among (i) MAKO Surgical Corp., a Delaware corporation (the “Company”), (ii) Z-KAT, Inc., a Florida corporation (“Z-KAT”), (iii) Dana Mears, MD, Ph.D., an individual (“Dr. Mears”), Alastair Clemow, Ph.D. MBA, an individual (“Dr. Clemow”), Maurice R. Ferré, MD, an individual (“Dr. Ferré”) and Steven B. Brown, an individual (iv) each of the individuals and entities from time to time identified as a “Series A Investor” in Exhibit A hereto, together with any successors and/or, subject to Section 1.7 below, any transferees or assignees of such entity (each individually, a “Series A Investor”, and collectively, the “Series A Investors”), (v) and each of the individuals and entities from time to time identified as a “Series B Investor” in Exhibit A hereto, together with any successors and/or, subject to Section 1.7 below, any transferees or ass
MAKO SURGICAL CORP. EMPLOYEE STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENTEmployee Stock Purchase Plan Subscription Agreement • March 8th, 2012 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
MULTI-TENANT LEASEMulti-Tenant Lease • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS LEASE AGREEMENT is made and is entered into by and between Westport Business Park Associates LLP, a Florida limited liability partnership (the “Landlord”) and Mako Surgical Corp., a Delaware corporation (the “Tenant” or “You” or “you”).
Amendment and Restatement of the Company Stockholders AgreementStockholders Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, by resolution at the Special Meeting of the Board of Directors of the Company (the “Board”) on March 5, 2007 (the “March 5 Meeting”), the Board approved and ratified, subject to the approval of the required percentages of MAKO Stock, the following two (2) amendments (together, the “Amendments”) to the Second Amended and Restated Stockholders Agreement of the Company, effective February 6, 2007 (the “Stockholders Agreement”):
