Warrant
Exhibit 4.3
Warrant
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Warrant No. ______
MAKO SURGICAL CORP.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
WARRANT TO PURCHASE SHARES OF COMMON STOCK
This Warrant is issued to , a
(such person or entity, together with transferees permitted
herein, the “Holder”), by MAKO Surgical Corp., a Delaware corporation (the “Company”), as of the
date set forth beside the Company’s signature below.
1. Purchase of Shares. Subject to the terms and conditions hereinafter set forth,
Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at
such other place as the Company shall notify Holder in writing), to immediately purchase from the
Company up to shares (the “Shares”) of common stock of the
Company, $0.00001 par value per share (the “Common Stock”), at an exercise price of $0.99 per share
(the “Exercise Price”). The Shares and the Exercise Price shall be subject to adjustment as set
forth in Section 7 hereof.
2. Exercise Period. This Warrant shall be exercisable immediately and shall remain
exercisable for a period of ten (10) years from the date hereof (the “Exercise Period”) for all or
any part of the number of Shares purchasable hereunder.
3. Method of Exercise. While this Warrant remains outstanding, Holder may exercise,
in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:
(i) the surrender of the Warrant, together with a duly executed copy of the form of Exercise Notice
attached hereto as Exhibit A, to the Chief Executive Officer of the Company at its
principal offices and (ii) the payment to the Company by cash, check or wire transfer of an amount
equal to the aggregate Exercise Price for the number of Shares being purchased.
4. Net Issuance Provision. In lieu of exercising pursuant to Section 3 above, at the
Holder’s option, as long as this Warrant remains outstanding, Holder may exercise this Warrant by
surrender of this Warrant as determined below (“Net Issuance”). If the Holder elects the Net
Issuance method, the Company will issue Common Stock in accordance with the following formula:
X =
|
Y (A-B) | |
| A | ||
Where: |
||
X =
|
the number of shares of Common Stock to be issued to the Holder. | |
Y =
|
the number of shares of Common Stock requested to be exercised under this Warrant Agreement. | |
A =
|
the then current fair market value of one (1) share of Common Stock. | |
B =
|
the Exercise Price. |
For purposes of the above calculation, current fair market value of Common Stock shall
mean with respect to each share of Common Stock:
(a) if the exercise is in connection with an initial public offering of the Common Stock, and
if the Company’s registration statement relating to such public offering has been declared
effective by the Securities and Exchange Commission (the “SEC”), then the fair market value per
share shall be the initial “Price to Public” specified in the final prospectus with respect to the
offering;
(b) if this Warrant is exercised after, and not in connection with the Company’s initial
public offering; and
(i) if the Common Stock is traded on a securities exchange, the fair market value shall be
deemed to be the average of the closing prices over a twenty-one (21) day period ending three (3)
days before the day the current fair market value of the Common Stock is being determined; or
(ii) if the Common Stock is actively traded over-the-counter, the fair market value shall be
deemed to be the average of the closing bid and asked prices quoted on the Nasdaq system (or
similar system) over the twenty-one (21) day period ending three (3) days before the day the
current fair market value of the Common Stock is being determined.
(c) if at any time the Common Stock is not listed on any securities exchange or quoted in the
Nasdaq System or the over-the-counter market, the current fair market value of Common Stock shall
be determined in good faith by the Board of Directors of the Company.
Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an
amended Warrant representing the remaining number of Shares purchasable thereunder. All other
terms and conditions of such amended Warrant shall be identical to those contained herein.
5. Certificates for Shares. Upon the exercise of the purchase rights evidenced by
this Warrant, one or more certificates for the number of Shares so purchased shall be issued as
soon as practicable thereafter. Upon any partial exercise of this Warrant, the Company will
forthwith issue and deliver to Holder a new warrant substantially identical to this Warrant for the
remaining portion of the Common Stock for which this Warrant may still be exercised.
6. Issuance of Shares. The Company covenants that (a) the Shares, when issued
pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the issuance thereof
(except for any applicable transfer taxes, which shall be paid by Holder) and (b) during the
Exercise Period, the Company will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this
Warrant.
7. Anti-dilution Adjustments. The Exercise Price and the number of Shares to be
received upon exercise of this Warrant shall be subject to adjustment as follows:
(a) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the
event that the Company shall at any time or from time to time, after the issuance of this Warrant,
but prior to the exercise hereof, (i) make a dividend or distribution on the outstanding shares of
Common Stock payable in shares of the Company’s capital stock, (ii) subdivide the outstanding
shares of Common Stock into a larger number of shares, (iii) combine the outstanding shares of
Common Stock into a smaller number of shares or (iv) issue any shares of its capital stock in a
recapitalization, reorganization or reclassification of the Common Stock (other than any such event
for which an adjustment is made pursuant to another clause of this Section 7), then, and in each
such case, (A) the aggregate number of Shares for which this Warrant is exercisable (the “Warrant
Share Number”) immediately prior to such event shall be adjusted (and any other appropriate actions
shall be taken by the Company) so that the Holder shall be entitled to receive upon exercise of
this Warrant the number of shares of Common Stock or other securities of the Company that it would
have owned or would have been entitled to receive upon or by reason of any of the events described
above, had this Warrant been exercised immediately prior to the occurrence of such event and (B)
the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such
Exercise Price immediately prior to such adjustment by a fraction, the
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numerator of which shall be the number of Shares issuable upon the exercise of this Warrant
immediately prior to such adjustment, and the denominator of which shall be the number of Shares
issuable immediately thereafter. An adjustment made pursuant to this Section 7(a) shall become
effective retroactively (i) in the case of any such dividend or distribution, to a date immediately
following the close of business on the record date for the determination of holders of shares of
Common Stock entitled to receive such dividend or distribution or (ii) in the case of any such
subdivision, combination, reclassification, recapitalization or reorganization, to the close of
business on the day upon which such corporate action becomes effective.
(b) Issuance of Common Stock or Common
Stock Equivalents Below Exercise Price.
(i) If the Company shall at any time or from time to time, after the issuance of this Warrant,
but prior to the exercise hereof, issue or sell (such issuance or sale, a “New Issuance”) any
shares of Common Stock or any security or obligation which is by its terms convertible into or
exercisable into shares of Common Stock, including, without limitation, any option, warrant or
other subscription or purchase right with respect to Common Stock (each a “Common Stock
Equivalent”) at a price per share of Common Stock (the “New Issue Price”) that is less than the
Exercise Price then in effect as of the record date or Issue Date (as defined below), as the case
may be (the “Relevant Date”) (treating the price per share of Common Stock, in the case of the
issuance of any Common Stock Equivalent, as equal to (x) the sum of the price for such Common Stock
Equivalent plus any additional consideration payable (without regard to any anti-dilution
adjustments) upon the conversion, exchange or exercise of such Common Stock Equivalent divided by
(y) the number of shares of Common Stock initially underlying such Common Stock Equivalent), other
than (i) issuances or sales for which an adjustment is made pursuant to another subsection of this
Section 7, (ii) up to _____ shares (as adjusted equitably for stock dividends, stock splits, combinations
and the like) of Common Stock issuable upon exercise of stock options granted to directors,
officers or employees of the Company or its subsidiaries approved by the Board of Directors of the
Company (the “Board”) (including any additional shares of Common Stock as may be issued by virtue
of any antidilution provisions applicable to such options and as such amount may be increased by
the Board from time to time, (iii) shares of Common Stock issued upon conversion of shares of the
Company’s Series A Preferred Stock, (iv) dividends or distributions on the Company’s Series A
Preferred Stock or the Common Stock or upon any subdivision or combination of shares of Common
Stock, (v) shares of Common Stock issued in connection with certain strategic transactions or
acquisitions approved in advance by a majority of the Board, and (vi) shares of Common Stock or
Common Stock Equivalent issued to financial institutions or lenders in connection with lease lines
or loans approved by a majority of the Board (each, an “Excluded Transaction”), then, and
in each such case, (A) the Exercise Price then in effect shall be adjusted to equal the New Issue
Price and (B) the Warrant Share Number shall be increased to equal the product of (i) the aggregate
number of Shares for which this Warrant is exercisable immediately prior to the New Issuance
multiplied by (ii) a fraction, the numerator of which shall be the Exercise Price in effect on the
day immediately prior to the Relevant Date and the denominator of which shall be the Exercise Price
in effect immediately after such adjustment.
(ii) Such adjustment shall be made whenever such shares of Common Stock or Common Stock
Equivalents are issued, and shall become effective retroactively (x) in the case of an issuance to
the stockholders of the Company, as such, to a date immediately following the close of business on
the record date for the determination of shareholders entitled to receive such shares of Common
Stock or Common Stock Equivalents and (y) in all other cases, on the date (the “Issue Date”) of
such issuance; provided, however, that the determination as to whether an
adjustment is required to be made pursuant to this Section 7(b) shall be made only upon the
issuance of such shares of Common Stock or Common Stock Equivalents, and not upon the issuance of
any security into which the Common Stock Equivalents convert, exchange or may be exercised.
(iii) In case at any time any shares of Common Stock or Common Stock Equivalents or any rights
or options to purchase any shares of Common Stock or Common Stock Equivalents shall be issued or
sold for cash, the consideration received therefor shall be deemed to be the amount received by the
Company therefor, without deduction therefrom of any expenses incurred or any underwriting
commissions or concessions or discounts paid or allowed by the Company in connection
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therewith. In case any shares of Common Stock or Common Stock Equivalents or any rights or options
to purchase any Common Stock or Common Stock Equivalents shall be issued or sold for a
consideration other than cash, the amount of the consideration other than cash received by the
Company shall be deemed to be the fair market value of such consideration, without deduction
therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid
or allowed by the Company in connection therewith. In case any shares of Common Stock or Common
Stock Equivalents or any rights or options to purchase any shares of Common Stock or Common Stock
Equivalents shall be issued in connection with any merger of another entity into the Company, the
amount of consideration therefor shall be deemed to be the fair market value (as determined by the
Board) of the assets of the merged entity after deducting therefrom all cash and other
consideration (if any) paid by the Company in connection with such merger.
(c) Certain Distributions. In case the Company shall at any time or from time to
time, after the issuance of this Warrant, but prior to the exercise hereof, distribute to all
holders of shares of Common Stock (including any such distribution made in connection with a merger
or consolidation in which the Company is the resulting or surviving entity and shares of Common
Stock are not changed or exchanged) cash, evidences of indebtedness of the Company or another
issuer, securities of the Company or another issuer or other assets (excluding dividends or
distributions payable in shares of Common Stock for which adjustment is made under Section 7(a) and
any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for
or purchase any of the foregoing, then, and in each such case, (A) the Exercise Price then in
effect shall be adjusted (and any other appropriate actions shall be taken by the Company)
multiplying by the Exercise Price in effect prior to the date of distribution by a fraction (i) the
numerator of which shall be the fair market value of the Common Stock immediately prior to the date
of distribution less the then fair market value of the portion of the cash, evidences of
indebtedness, securities or other assets so distributed or of such rights or warrants applicable to
one share of Common Stock and (ii) the denominator of which shall be the fair market value of the
Common Stock immediately prior to the date of distribution (but such fraction shall not be greater
than one) and (B) the Warrant Share Number shall be increased by being multiplied by a fraction (i)
the numerator of which shall be the fair market value of one share of Common Stock immediately
prior to the record date for the distribution of such cash, evidences of indebtedness, securities,
other assets or rights or warrants and (ii) the denominator of which shall be the fair market value
of one share of Common Stock immediately prior to such record date less the fair market value of
the portion of such cash, evidences of indebtedness, securities, other assets or rights or warrants
so distributed. Such adjustment shall be made whenever any such distribution is made and shall
become effective retroactively to a date immediately following the close of business on the record
date for the determination of stockholders entitled to receive such distribution.
(d) Other Changes. In case the Company at any time or from time to time, after the
issuance of this Warrant, but prior to the exercise hereof, shall take any action affecting its
Common Stock similar to or having an effect similar to any of the actions described in any of
Sections 7(a), 7(b), 7(c) or 7(h) (but not including any action described in any such Section) and
the Board of Directors in good faith determines that it would be equitable in the circumstances to
adjust the Exercise Price and Warrant Share Number as a result of such action, then, and in each
such case, the Exercise Price and Warrant Share Number shall be adjusted in such manner and at such
time as the Board of Directors in good faith determines would be equitable in the circumstances
(such determination to be evidenced in a resolution, a certified copy of which shall be mailed to
the Holder).
(e) No Adjustment; Par Value Minimum. Notwithstanding anything herein to the
contrary, no adjustment under this Section 7 need be made to the Exercise Price or Warrant Share
Number if the Company receives written notice from the Holder who or which exercises all or any
part of this Warrant that no such adjustment is required. Notwithstanding any other provision of
this Warrant, the Exercise Price shall not be adjusted below the par value of a share of Common
Stock.
(f) Abandonment. If the Company shall take a record of the holders of shares of its
Common Stock for the purpose of entitling them to receive a dividend or other distribution, and
shall thereafter and before the distribution to stockholders thereof legally abandon its plan to
pay or deliver such dividend or distribution, then no adjustment in the Exercise Price or Warrant
Share Number shall be required by reason of the taking of such record.
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(g) Certificate as to Adjustments. Upon any adjustment in the Exercise Price or
Warrant Share Number, the Company shall within a reasonable period (not to exceed ten (10) business
days) following any of the foregoing transactions deliver to the Holder a certificate, signed by
(i) the Chief Executive Officer of the Company and (ii) the Chief Financial Officer of the Company,
setting forth in reasonable detail the event requiring the adjustment and the method by which such
adjustment was calculated and specifying the adjusted Exercise Price and Warrant Share Number then
in effect following such adjustment.
(h) Spin-off; Reorganization, Reclassification, Merger or Sale Transaction.
(i) In case of any spin-off by the Company of another entity (the “Spin-off Entity”) at any
time after the issuance of this Warrant, but prior to the exercise hereof, the Company shall issue
to the Holder a new warrant, in form and substance satisfactory to the Holder, entitling the Holder
to purchase, at an exercise price equal to the excess of the Exercise Price in effect immediately
prior to such spin-off over the adjusted Exercise Price pursuant to Section 7(e), the number of
shares of common stock or other proprietary interest in the Spin-off Entity that the Holder would
have owned had the Holder, immediately prior to such spin-off, exercised this Warrant.
(ii) In case of any capital reorganization, reclassification, merger, tender offer, exchange
offer, sale of all or a material portion of the Company’s assets, sale or transfer of a majority of
the Company’s capital stock on an as-converted basis, or consolidation in which the stockholders of
the Company prior to such transaction do not retain a majority of the voting power of the surviving
entity following such a transaction (other than a transaction in which the Company is the surviving
corporation) of the Company or other change of outstanding shares of Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to par value) (each, a
“Transaction”) at any time after the issuance of this Warrant, but prior to the exercise hereof,
the Company shall execute and deliver to the Holder at least twenty (20) business days prior to
effecting such Transaction a certificate stating that the Holder shall have the right thereafter to
exercise this Warrant for the kind and amount of shares of stock or other securities, property or
cash receivable upon such Transaction by a holder of the number of shares of Common Stock into
which this Warrant could have been exercised immediately prior to such Transaction, and provision
shall be made therefor in the agreement, if any, relating to such Transaction. Such certificate
shall provide for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 7. The provisions of this Section 7(h) and any equivalent
thereof in any such certificate similarly shall apply to successive transactions.
(i) Notices. In case at any time or from time to time:
(i) the Company shall declare a divided (or any other distribution) on its shares of Common
Stock;
(ii) the Company shall authorize the granting to the holders of shares of its Common Stock
rights or warrants to subscribe for or purchase any shares of the Company’s capital stock or any
other rights or warrants; or
(iii) there shall occur a spin-off or Transaction.
then the Company shall mail to the Holder, as promptly as possible, but in any event at least ten
(10) business days prior to the applicable date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend, distribution or granting of
rights or warrants or, if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution or granting of rights or warrants are
to be determined, or (y) the date on which such spin-off or Transaction is expected to become
effective and the date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for shares of stock or other securities or property or cash
deliverable upon such spin-off or Transaction. Notwithstanding the
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foregoing, in the case of any event to which Section 7(h) is applicable, the Company shall also
deliver the certificate described in such Section 7(h) to the Holder at least ten (10) business
days prior to effecting such reorganization or reclassification as aforesaid.
8. Compliance with Securities Laws. Holder hereby represents and warrants that:
(a) Purchase Entirely for Own Account. This Warrant and the Common Stock issuable
upon exercise hereof (collectively, the “Securities”) will be acquired for investment for Holder’s
own account, not as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and Holder has no present intention of selling, granting any participation in or
otherwise distributing the same. Holder does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to any person with respect to
any of the Securities. Holder represents that it has full power and authority to enter into this
Warrant.
(b) Investment Experience. Holder acknowledges that it is able to fend for itself,
can bear the economic risk of its investment and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of the investment in this
Warrant. Holder also represents it has not been organized for the purpose of acquiring this
Warrant.
(c) Accredited Investor. Holder is an “accredited investor” within the meaning of SEC
Rule 501 of Regulation D, as presently in effect.
(d) Restricted Securities. Holder understands that the Securities are characterized
as “restricted securities” under the federal securities laws inasmuch as they are being acquired
from the Company in a transaction not involving a public offering, and that under such laws and
applicable regulations, such securities may be resold without registration under the Act only in
certain limited circumstances. Holder represents that it is familiar with SEC Rule 144 promulgated
under the Act, as presently in effect, and understands the resale limitations imposed thereby and
by the Act.
9. Transfer; Assignment.
(a) Prior to any Transfer (as defined below) or attempted Transfer of all or any part of this
Warrant, Holder shall give ten (10) business days prior written notice (a “Transfer Notice”) to the
Company of Holder’s intention to effect such Transfer, describing the manner and circumstances of
the proposed Transfer, and obtain from counsel to Holder an opinion that such proposed Transfer may
be effected without registration under the Securities Act of 1933, as amended (the “Securities
Act”). After receipt of the Transfer Notice and opinion, the Company shall, within five (5)
business days thereof, so notify Holder and Holder shall thereupon be entitled to Transfer all or
any part of this Warrant, in accordance with the terms of the Transfer Notice. Notwithstanding
anything to the contrary, a Transfer hereunder shall be effective only if (i) such Transfer
complies with Article III of the Stockholders Agreement dated as of the date hereof by and among
the Company and certain stockholders of the Company (the “Stockholders Agreement”) and (ii) each
permitted assignee hereunder enters into an agreement or instrument of accession to the
Stockholders Agreement whereby such assignee shall (x) become an “Additional Stockholder” under the
Stockholders Agreement and (y) agree to become and remain bound by the restrictions and provisions
of the Stockholders Agreement as and to the same extent as the other Stockholders (as defined in
the Stockholders Agreement) party hereto. For purpose of this Section 9, “Transfer” means any
disposition of all or any part of this Warrant, which would constitute a sale thereof within the
meaning of the Securities Act and which is not made pursuant to a registration statement which has
been declared effective under the Securities Act.
(b) A Transfer and all rights hereunder, in whole or in part, shall be registered on the books
of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal
office of the Company or the office or agency designated by the Company, together with a written
assignment of this Warrant substantially in the form of Exhibit B hereto duly executed by
Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such Transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a
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new Warrant or Warrants in the name of the assignee or assignees and in the denomination specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the
portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
Notwithstanding anything to the contrary, a Warrant, if properly assigned in compliance herewith,
may be exercised by a new Holder for the purchase of shares of Common Stock without having a new
Warrant issued.
10. Replacement of Warrant. On receipt of reasonable evidence of the loss, theft,
destruction or mutilation of this Warrant and in the case of mutilation, on surrender and
cancellation of this Warrant, the Company, at its expense and upon receipt of a customary affidavit
of loss without the posting of any bond or monetary amount, shall execute and deliver, in lieu of
this Warrant, a substantially identical warrant of like tenor and amount.
11. Notices. All notices or other communications hereunder shall be in writing and
shall be deemed given when (i) personally delivered, (ii) three (3) days after being sent by
prepaid certified or registered U.S. mail, or one day after being sent, if sent by nationally
recognized overnight courier, to the address of the party to be noticed as set forth herein or such
other address as such party last provided to the other by written notice, or (iii) upon receipt of
electronic confirmation, if by facsimile. All notices shall be sent to the addresses and facsimile
numbers set forth below or such other address as may be given from time to time under the terms of
this notice provision:
If to the Company:
MAKO Surgical Corp.
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 954-927-0446
Attention: General Counsel
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 954-927-0446
Attention: General Counsel
With a copy (which shall no constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
000 Xxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention: Xxxxxxxxxxx X. Xxxxx, Esq.
000 Xxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention: Xxxxxxxxxxx X. Xxxxx, Esq.
If to Holder:
At the address and facsimile number
indicated on the signature page hereof
At the address and facsimile number
indicated on the signature page hereof
12. Successors and Assigns. The terms and provisions of this Warrant shall inure to
the benefit of, and be binding upon, the Company, its successors and assigns and inure to the
benefit of and, be binding upon, the Holder, its successors and permitted assigns. The Company
shall not transfer or assign the Warrant without the express written consent of the Holder prior to
any such proposed transfer or assignment.
13. Amendments and Waivers. Any term of this Warrant may be amended and the
observance of any term of this Warrant may be waived (either generally or in a particular instance
and either retroactively or prospectively), with the written consent of each of the parties hereto.
Any waiver or amendment effected in accordance with this section shall be binding upon Holder and
the Company.
14. Governing Law. This Warrant shall be governed by the laws of the State of
Delaware without regard to the conflict of law provisions thereof.
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15. Entire Agreement. This Warrant and the other documents delivered pursuant hereto
or referred to herein, constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof.
16. Severability. In case any provision of this Warrant shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
17. Counterparts. This Warrant may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one instrument.
18. Survival. Except as expressly set forth herein, the representations, warranties,
covenants and agreements made herein shall survive the closing of the transactions contemplated
hereby.
19. No Stockholder Rights. This Warrant, in and of itself, shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Company.
IN
WITNESS WHEREOF, this Warrant is executed as of the ___ day of December, 2004.
| COMPANY: | ||||||||
| MAKO SURGICAL CORP. | ||||||||
| By: | ||||||||
| Name: | Xxxxxxx X. Xxxxx, M.D. | |||||||
| Title: | President & Chief Executive Officer | |||||||
| HOLDER: | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Address: | ||||||||
| Facsimile: | ||||||||
| Telephone: | ||||||||
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