5,000,000 Shares INTUITIVE SURGICAL, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2003 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Intuitive Surgical, Inc., a Delaware corporation (the “Company”), proposes to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) 5,000,000 shares (the “Firm Stock”) of the Company’s common stock (par value $0.001 per share) (the “Common Stock”). In addition, the Company proposes to grant the Underwriters an option to purchase up to an additional 750,000 shares of the Common Stock on the terms and for the purposes set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” The Stock is more fully described in the Registration Statement and Prospectus referred to below. Bear, Stearns & Co. Inc. (“Bear Stearns” or the “Representative”) is acting as lead manager in connection with the offering and sale of the Stock contemplated herein (the “Offering”). This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
