EX-4.1






VOTING AGREEMENT




This Voting Agreement (this “Agreement”) dated as of April 19, 2016, is
entered into by the undersigned (the “Stockholder”) in favor of and for the benefit of
Auris Surgical Robotics, Inc., a Delaware corporation (“Parent”), Pineco
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent
(“Sub”), and Hansen Medical, Inc., a Delaware corporation (the “Company”).
Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms
in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger
Agreement”) among Parent, Sub and the Company.



Recitals




A. As of the date of this Agreement, the Stockholder owns beneficially (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) and/or of record (as specified on
Schedule A) the Shares set forth opposite the Stockholder’s name on Schedule A (all
such Shares that are outstanding as of the date hereof, together with any other Shares that are
hereafter issued to, or are otherwise acquired or owned, beneficially or of record by, the
Stockholder during the Agreement Period (as defined below), including through the exercise of any
Company Options, Company Warrants, convertible or exchangeable securities or other similar
instruments of the Company, and any other securities of the Company described in Section 9,
collectively, the “Subject Shares”).



B. Concurrently with the execution and delivery of this Agreement, Parent, Sub and the Company
are entering into the Merger Agreement, a copy of which has been made available to and reviewed by
the Stockholder, which provides for, among other things, the merger of Sub with and into the
Company (the “Merger”), upon the terms and subject to the conditions set forth therein.



C. As an inducement to and condition to Parent’s and Sub’s willingness to enter into and
consummate the transactions contemplated by the Merger Agreement, Parent has required that the
Stockholder enter into this Agreement.



Agreement




In consideration of the foregoing and of the mutual covenants, representations, warranties and
agreements set forth herein, and intending to be legally bound, the Stockholder hereby agrees as
follows:



SECTION 1. Voting Agreement.



(a) Voting Agreement. During the Agreement Period, the Stockholder irrevocably and
unconditionally agrees that the Stockholder shall, or shall cause the holder of record thereof on
any applicable record date, at any meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of the holders of Company Common Stock, however called (each, a
“Company Stockholder Meeting”), or, if applicable, pursuant to any consent of the
stockholders of the Company in lieu of a meeting or otherwise, to:



(i) be present, in person or represented by proxy, or otherwise cause the Subject Shares to be
counted for purposes of determining the presence of a quorum at such meeting (to the fullest extent
that the Subject Shares may be counted for quorum purposes under applicable Law); and



(ii) vote, or cause to be voted, with respect to all of the Subject Shares to the fullest
extent that the Subject Shares are entitled to be voted at the time of any vote:




(x) in favor of: (A) the adoption of the Merger Agreement and the approval of
the Merger; and (B) without limitation of the preceding clause “(A),” the approval
of any proposal to adjourn or postpone the Company Stockholder Meeting to a later
date if there are not sufficient votes for approval of the Merger Agreement on the
date on which the Company Stockholder Meeting is held; and




(y) against (A) any Competing Proposal, (B) any reorganization,
recapitalization, dissolution, liquidation or winding-up of the Company or any other
extraordinary transaction involving the Company other than the Merger, or (C) any
other matters relating to, or in connection with, any of the matters described in
this clause (y).



During the Agreement Period, Stockholder shall not enter into any agreement or understanding
with any Person to vote or give instruction in any manner inconsistent with this Section
1(a).



(b) Change of Company Recommendation. Notwithstanding anything to the contrary in Section
1(a), in the event that the Company Board or a duly authorized committee thereof shall have
validly adopted a Change of Company Recommendation in compliance with the provisions of Section
5.03(f) of the Merger Agreement, then during the period commencing on the adoption of such Change
of Company Recommendation and continuing until the earlier of (i) the date on which such Change of
Company Recommendation is withdrawn by the Company Board or a duly authorized committee thereof, or
(ii) the date on which the Company Board or a duly authorized committee thereof makes or reinstates
the Company Recommendation, the number of Subject Shares subject to the provisions of Section
1(a) shall be limited to 61% of the Subject Shares. Subject only to the foregoing and to
Section 6, all Subject Shares shall in such event continue to be subject to all other
provisions of this Agreement.



SECTION 2. Documentation and Information. The Stockholder: (a) consents to and authorizes the
publication and disclosure by Parent, Sub and the Company, as applicable, of the Stockholder’s
identity and holdings of Subject Shares, the nature of the Stockholder’s commitments, arrangements
and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of
this Agreement) and any other information, in each case, that Parent, Sub or the Company, as
applicable, determines in good faith is required to be disclosed by applicable Law in the Proxy
Statement, any press release or any other disclosure document (whether or not filed with the SEC)
in connection with the Merger and the other Transactions; and (b) agrees to promptly give to
Parent, Sub and the Company, as applicable, any information it may reasonably require for the
preparation of any such documents. The Stockholder agrees to promptly notify Parent, Sub and the
Company, as applicable, of any required corrections with respect to any information provided by or
on behalf of the Stockholder pursuant to this Section 2, if and to the extent that any such
information shall have become false or misleading in any material respect. The Stockholder shall
consult with Parent before issuing any press releases or otherwise making any public statements
with respect to the transactions contemplated hereby and shall not issue any such press release or
make any public statement without the prior written approval of Parent, except as may be required
by applicable Laws.



SECTION 3. Representations and Warranties of the Stockholder. The Stockholder represents and
warrants to Parent and Sub as follows:



(a) Authorization. If the Stockholder is not an individual, it has full corporate, limited
liability company, partnership or trust power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. If the Stockholder is an individual, he or she (or the
representative or fiduciary signing on his or her behalf, as applicable) has full legal capacity,
right and authority to execute and deliver this Agreement and the Proxy and to perform his or her
obligations hereunder. If the Stockholder is not an individual, the execution, delivery and
performance by the Stockholder of this Agreement and the Proxy and the consummation by the
Stockholder of the transactions contemplated hereby have been duly authorized by all necessary
corporate, limited liability company, partnership or trust action on the part of the Stockholder.
This Agreement and the Proxy have been duly executed and delivered by or on behalf of the
Stockholder and constitute valid and legally binding obligations of the Stockholder in accordance
with their terms, except as such enforceability (i) may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general
application, now or hereafter in effect, affecting or relating to the enforcement of creditors’
rights generally and (ii) is subject to general principles of equity, whether considered in a
proceeding at law or in equity.



(b) No Violation.




(i) The execution and delivery of this Agreement and the Proxy by the Stockholder does
not, and the performance by the Stockholder of the Stockholder’s obligations hereunder will
not: (A) assuming compliance with the matters referred to in Section 3(b)(ii),
contravene, conflict with, or result in a violation or breach of any Law or any Order of any
Governmental Entity with competent jurisdiction applicable to the Stockholder or any of the
Subject Shares; or (B) constitute a default, or an event that, with or without notice or
lapse of time or both, could become a default, under, or cause or permit the termination,
cancellation, acceleration or other change of any right or obligation or the loss of any
benefit to which the Stockholder is entitled under any provision of any Contract binding
upon the Stockholder or any of the Subject Shares, or result in the imposition of any Lien
on the Subject Shares or any other assets of the Stockholder.




(ii) No consent or order of, or registration or filing with or notification to, any
Governmental Entity or any other person is required by the Stockholder in connection with
the execution and delivery of this Agreement or the Proxy by the Stockholder or the
performance by the Stockholder of the Stockholder’s obligations hereunder, except for the
filing with the SEC of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and
filings under Section 16 of the Securities Exchange Act of 1934, as amended, as may be
required in connection with this Agreement and the transactions contemplated hereby.



(c) Ownership of Subject Shares. The Stockholder is the beneficial and/or record owner (as
specified on Schedule A) of, and has good and marketable title to, the Subject Shares free
and clear of all Liens. The Stockholder has the complete and exclusive power to, directly or
indirectly: (i) issue (or cause the issuance of) instructions with respect to the matters set forth
in Section 1; (ii) agree to all matters set forth in this Agreement; and (iii) demand and
waive appraisal or dissenters’ rights with respect to the Subject Shares. The number of Shares set
forth on Schedule A opposite the name of the Stockholder are the only Shares owned
beneficially and/or of record by the Stockholder as of the date hereof. As of the date hereof,
other than the Subject Shares and any Shares that are the subject of unexercised Company Options
(the number of which is set forth opposite the name of the Stockholder on Schedule A) or
Company Warrants held by the Stockholder, the Stockholder does not directly or indirectly own any
Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of
the Company and has no interest in or voting rights with respect to any securities of the Company.
Except as provided in this Agreement, there are no agreements or arrangements of any kind,
contingent or otherwise, to which the Stockholder is a party obligating the Stockholder to Transfer
or cause to be Transferred, any of the Subject Shares. Except pursuant to this Agreement, no
person has any contractual or other right or obligation to purchase or otherwise acquire any of the
Subject Shares.



(d) Absence of Litigation. As of the date hereof, there is no action, suit, litigation,
arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate
proceeding) (or any hearing, inquiry, audit or examination of which the Stockholder is or becomes
aware) commenced, brought, conducted or heard by or before, or otherwise involving, any court or
other Governmental Entity or any arbitrator or arbitration panel pending against the Stockholder or
any of the Subject Shares that would reasonably be expected to prevent the Stockholder from
performing its obligations hereunder in all material respects.



SECTION 4. Action in Stockholder Capacity Only. The Stockholder is entering into this Agreement
solely in the Stockholder’s capacity as a record holder and/or beneficial owner, as applicable, of
the Subject Shares and not in the Stockholder’s capacity (if any) as a director, officer or
employee of the Company or any Company Subsidiary. Nothing herein shall limit or affect the
Stockholder’s ability to act as an officer, director or employee of the Company or any Company
Subsidiary, if applicable, consistent with the terms of the Merger Agreement.



SECTION 5. No Transfer; No Solicitation.



(a) Prohibition on Transfer. Except pursuant to the terms of this Agreement, during the
Agreement Period, the Stockholder shall not (and the Stockholder shall not cause or permit any
person to), without the prior written consent of Parent, directly or indirectly: (i) grant or
permit the grant of any proxies, powers of attorney, rights of first offer or refusal or other
authorizations in or with respect to, or enter into any voting trust or voting agreement or
arrangement with respect to, any Subject Shares or any interest therein; (ii) sell, assign,
transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise
dispose of (including by gift) (each, a “Transfer”) any Subject Shares or any interest
therein to any person other than Parent or Sub, or grant to any other person the right to Transfer
any Subject Shares; (iii) create or otherwise permit any Lien to be created on any Subject Shares;
(iv) enter into any Contract with any person with respect to the direct or indirect Transfer of any
Subject Shares or any interest therein; (v) enter into a swap or other agreement or any transaction
that transfers, in whole or in part, the economic consequence of ownership of any Subject Shares;
or (vi) agree to do or any of the foregoing.



(b) Exceptions. Notwithstanding the foregoing, the Stockholder shall have the right to
Transfer all or any portion of the Subject Shares to a Permitted Transferee of the Stockholder if
and only if prior thereto and as a condition to the effectiveness of such Transfer, such Permitted
Transferee shall have agreed in writing, in a manner reasonably acceptable in form and substance to
Parent: (i) to accept the Subject Shares subject to the terms and conditions of this Agreement; and
(ii) to be bound by this Agreement and to agree and acknowledge that such person shall constitute a
Stockholder for all purposes of this Agreement; provided that notwithstanding any such Transfer,
the Stockholder shall continue to be liable for any breach by any Permitted Transferee of his, her
or its agreements and covenants under this Agreement. “Permitted Transferee” means, with
respect to the Stockholder: (A) if the Stockholder is an individual, any member of the immediate
family of the Stockholder; (B) any trust, the trustees of which include only the Stockholder and/or
the other persons named in clause “(A)” of this sentence and the beneficiaries of which include
only the Stockholder and/or the persons named in clause “(A)” of this sentence; (C) any
corporation, limited liability company or partnership, the shareholders, members or general and
limited partners of which include only the persons named in clause “(A)” of this sentence; or (D)
if the Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive
distributions from such trust if they are persons named in clause “(A)” of this sentence.



(c) Effect of Attempted Transfer. Any attempted Transfer of Subject Shares, or any interest
therein, in violation of this Section 5 shall be null and void. If so requested by Parent,
the Stockholder agrees that the Subject Shares shall bear a legend, reasonably acceptable in form
and substance to Parent, stating that they are subject to this Agreement.



(d) No Solicitation. The Stockholder agrees that during the Agreement Period, the Stockholder
shall not, directly or indirectly, take any action that the Company is prohibited from taking
pursuant to Section 5.03 of the Merger Agreement.



SECTION 6. Proxy.



(a) Proxy. Contemporaneously with the execution of this Agreement: (i) the Stockholder shall
execute and deliver to Parent a proxy in substantially the form attached to this Agreement as
Exhibit I, which shall be irrevocable to the fullest extent permitted by law (at all times
prior to the end of the Agreement Period) with respect to the Subject Shares referred to therein
(the “Proxy”); and (ii) if applicable, the Stockholder shall cause to be executed and
delivered to Parent an additional proxy (in substantially the form attached hereto as Exhibit
I) executed on behalf of the record owner of any outstanding Subject Shares that are owned
beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), but not
of record, by the Stockholder and covering such Subject Shares beneficially owned by the
Stockholder.



(b) Change of Company Recommendation. Notwithstanding anything to the contrary in Section
6(a)(i) or 6(a)(ii), in the event that the Company Board or a duly authorized committee
thereof shall have validly adopted a Change of Company Recommendation in compliance with the
provisions of Section 5.03(f) of the Merger Agreement, then during the period commencing on the
adoption of such Change of Company Recommendation and continuing until the earlier of (A) the date
on which such Change of Company Recommendation is withdrawn by the Company Board or a duly
authorized committee thereof, or (B) the date on which the Company Board or a duly authorized
committee thereof makes or reinstates the Company Recommendation, the number of shares subject to
the provisions of Sections 6(a)(i) and 6(a)(ii) shall be limited to 61% of the
Subject Shares.



SECTION 7. Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally
waives, and agrees to cause to be waived and to prevent the exercise of, any and all rights of
appraisal, any dissenters’ rights and any similar rights relating to the Merger that Stockholder
may have by virtue of, or with respect to, the Subject Shares (including all rights under Section
262 of the DGCL).



SECTION 8. Further Assurances. From time to time and without additional consideration, Stockholder
shall (at Stockholder’s sole expense) execute and deliver, or cause to be executed and delivered,
all further transfers, assignments, endorsements, consents and other documents and instruments and
shall (at Stockholder’s sole expense) use commercially reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under
applicable Law, or as Parent may reasonably request, to perform its obligations under, carry out,
and further the intent of, this Agreement.



SECTION 9. Certain Adjustments. In the event of a stock dividend or distribution, stock split,
reverse stock split, recapitalization, subdivision, combination, merger, consolidation,
reclassification, spin-off, readjustment, exchange of shares or the like, on, of or affecting the
Subject Shares, the term “Subject Shares” shall be deemed to refer to and include such Shares as
well as all such stock dividends and distributions and any securities into which or for which any
or all of such Shares may be changed or exchanged or which are received in the transaction.



SECTION 10. Miscellaneous.



(a) Notices. Any notice or other communication required or permitted to be delivered to any
party under this Agreement shall be in writing and shall be deemed properly delivered, given and
received: (i) if delivered by hand, when delivered; (ii) if sent via facsimile with confirmation of
receipt, when transmitted and receipt is confirmed; (iii) if sent by electronic mail, or other
electronic transmission, upon delivery; (iv) if sent by registered, certified or first class mail,
the third Business Day after being sent; and (v) if sent by overnight delivery via a national
delivery service, one Business Day after being sent, in each case to the address or facsimile
telephone number set forth beneath the name of such party below (or to such other address or
facsimile telephone number as such party shall have specified in a written notice given to the
other parties hereto):




If to Parent or Sub, to:



Auris Surgical Robotics, Inc.



125 Shoreway Road, Suite D



San Carlos, California 94070



Attention: David Styka, Chief Financial Officer



Facsimile: 650-837-0267




with a copy (which shall not constitute notice) to:




Morrison & Foerster LLP




755 Page Mill Road




Palo Alto, California 94304




Attention: Michael J. O’Donnell, Esq.




Facsimile: 650-494-0792




If to the Company:



Hansen Medical, Inc.



800 E. Middlefield Road



Mountain View, California 94043



Attention: Christopher P. Lowe, Chief Financial Officer



Facsimile: 650-404-5901




with a copy to (for information purposes only):




Sidley Austin LLP


1001 Page Mill Road, Building 1


Palo Alto, California 94304


Fax: (650) 565-7100


Email: sflanagan@sidley.com


Attention: Sharon R. Flanagan



If to the Stockholder, to his, her or its address set forth on a signature page hereto.



(b) Amendment and Waivers.




(i) Any provision of this Agreement or the Proxy may be amended during the Agreement
Period if, but only if, such amendment is in writing and is signed by the Stockholder,
Parent, Sub and the Company.




(ii) No failure on the part of the Company, Parent or Sub to exercise any power, right,
privilege or remedy under this Agreement, and no delay on the part of the Company, Parent or
Sub in exercising any power, right, privilege or remedy under this Agreement, shall operate
as a waiver of such power, right, privilege or remedy; and no single or partial exercise of
any such power, right, privilege or remedy shall preclude any other or further exercise
thereof or of any other power, right, privilege or remedy. None of the Company, Parent or
Sub shall be deemed to have waived any claim arising out of this Agreement, or any power,
right, privilege or remedy under this Agreement, unless the waiver of such claim, power,
right, privilege or remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of such party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.




(iii) The Stockholder shall not enter into any agreement, arrangement or understanding
with respect to the Subject Shares (other than the Proxy) that is inconsistent with any of
the terms of this Agreement with the Company, Parent or Sub without the prior written
consent of the Company, Parent and Sub.



(c) Binding Effect; Benefit; Assignment.




(i) The provisions of this Agreement shall be binding upon the Stockholder and shall
inure to the benefit of the Company, Parent and Sub and their respective successors and
permitted assigns. No provision of this Agreement is intended to confer any rights,
benefits, remedies, obligations or liabilities hereunder upon any person other than the
Company, Parent and Sub and their respective successors and permitted assigns. Without
limiting any of the restrictions set forth in Section 5 or elsewhere in this
Agreement, this Agreement shall be binding upon any person to whom any Subject Shares are
Transferred prior to the end of the Agreement Period.




(ii) Neither the Stockholder, on the one hand, nor the Company, Parent or Sub, on the
other hand, may assign this Agreement or any of his, her or its rights, interests or
obligations hereunder (whether by operation of law or otherwise) without the prior written
approval of the Company and Parent or the Stockholder, as applicable, except that each of
Parent and Sub may transfer or assign their respective rights and obligations under this
Agreement, in whole or from time to time in part, to one or more of their respective
Subsidiaries at any time.



(d) Termination. This Agreement shall automatically terminate and become void and of no
further force or effect on the earliest to occur of: (i) the Effective Time; (ii) the mutual
written consent of the Stockholder, Parent, Sub and the Company; (iii) the entry without prior
written consent of the Stockholder into any amendment to the Merger Agreement or any waiver of any
of the Company’s rights under the Merger Agreement, in each case, that results in a decrease in the
Merger Consideration except as a result of any reclassification, stock split (including a reverse
stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other
similar transaction, or by reason of a stock dividend or stock distribution; and (iv) the
termination of the Merger Agreement (the period from the date of this Agreement through the
termination of this Agreement being referred to as the “Agreement Period”); provided that:
(A) Section 10(a) shall survive such termination; and (B) no such termination shall relieve
or release the Stockholder from any liabilities arising out of his, her or its (w) fraud, (x)
willful and material breach of any representation or warranty contained in this Agreement, (y)
breach of Section 1, Section 5(a) or Section 7 of this Agreement prior to
the termination of this Agreement (if such breach causes or contributes to either (1) the failure
of the Company Stockholder Approval to have been obtained under the Merger Agreement, or (2) the
failure of the Stockholder to fulfill his, her or its obligations under the Investment Agreement
described in the Merger Agreement), or (z) willful and material breach of any covenant or agreement
contained in this Agreement prior to the termination of this Agreement.



(e) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.




(i) In any Proceeding between or among the parties arising out of or relating to this
Agreement or any of the Transactions, the Stockholder: (a) irrevocably and unconditionally
consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the
State of Delaware or to the extent such court does not have subject matter jurisdiction, the
Superior Court of the State of Delaware or the United States District Court for the District
of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be
heard and determined exclusively in accordance with clause (a) of this sentence, (c) waives
any objection to laying venue in any such action or proceeding in such courts, (d) waives
any objection that such courts are an inconvenient forum or do not have jurisdiction over
any party, and (e) agrees that service of process upon the Stockholder in any such action or
proceeding shall be effective if given in accordance with Section 10(a) or in any
other manner as may be permitted by applicable Law.




(ii) THE STOCKHOLDER ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY
IRREVOCABLY WAIVES ANY RIGHT THE STOCKHOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. THE
STOCKHOLDER ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (A) IT UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF SUCH WAIVERS; (B) IT MAKES SUCH WAIVERS VOLUNTARILY; AND (C) THE
COMPANY, PARENT AND SUB HAVE BEEN INDUCED TO ENTER INTO THE MERGER AGREEMENT BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(e)(ii).




(iii) This Agreement and the agreements, instruments and documents contemplated hereby,
shall be governed by, and construed in accordance with, the Laws of the State of Delaware,
without regard to any applicable principles of conflicts of law that might require the
application of the Laws of any other jurisdiction.



(f) Severability. If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of Law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the Transactions is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the parties as closely as possible in an acceptable manner to
the end that the Transactions are fulfilled to the extent possible.



(g) Enforcement. The Stockholder acknowledges and agrees that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed by the Stockholder in
accordance with their specific terms or were otherwise breached, and that monetary damages, even if
available, would not be an adequate remedy therefor. Accordingly, in the event of any breach or
threatened breach by the Stockholder of any covenant or obligation contained in this Agreement, the
Company, Parent and Sub shall be entitled to obtain, without proof of actual damages: (i) a decree
or order of specific performance to enforce the observance and performance of such covenant or
obligation; and (ii) an injunction restraining such breach or threatened breach; this being in
addition to any other remedy to which the Company, Parent or Sub is entitled at law or in equity.



(h) Independence of Obligations. The covenants and obligations of the Stockholder set forth
in this Agreement shall be construed as independent of any other agreement or arrangement between
or among the Stockholder, on the one hand, and the Company, Parent or Sub, on the other hand. The
existence of any claim or cause of action by the Stockholder against the Company, Parent or Sub
shall not constitute a defense to the enforcement of any of such covenants or obligations against
the Stockholder.



(i) Expenses. Except as otherwise provided herein, all costs and expenses incurred in
connection with this Agreement shall be paid by or on behalf of the party incurring such cost or
expense, whether or not the transactions contemplated by this Agreement or the Merger Agreement are
consummated.



(j) Effectiveness. The delivery of a signed copy of this Agreement or of any other document
contemplated by this Agreement (including any amendment or any other change thereto) by any
electronic means intended to preserve the original graphic and pictorial appearance of a document
shall constitute effective execution and delivery of this Agreement as to the parties and may be
used in lieu of an original Agreement or other document for all purposes. The signature of the
Stockholder transmitted by any electronic means referenced in the preceding sentence shall be
deemed to be an original signature for all purposes



(k) Entire Agreement. This Agreement, including the schedules, exhibits, and amendments
hereto, and the Proxy constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all other prior or contemporaneous agreements and understandings, both
written and oral, among or between any of the parties with respect to the subject matter hereof.



(l) Headings. The headings contained in this Agreement are for convenience of reference only,
shall not be deemed to be a part of this Agreement and shall not be referred to in connection with
the construction or interpretation of this Agreement.



(m) Interpretation.




(i) For purposes of this Agreement, whenever the context requires: the singular number
shall include the plural, and vice versa; the masculine gender shall include the feminine
and neuter genders; the feminine gender shall include the masculine and neuter genders; and
the neuter gender shall include masculine and feminine genders.




(ii) Any rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not be applied in the construction or interpretation of this
Agreement.




(iii) As used in this Agreement, the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be
followed by the words “without limitation.”




(iv) Unless otherwise indicated or the context otherwise requires: (A) any definition
of or reference to any agreement, instrument or other document or any Law herein shall be
construed as referring to such agreement, instrument or other document or Law as from time
to time amended, supplemented or otherwise modified; (B) any reference herein to any person
shall be construed to include such person’s successors and assigns; (C) any reference herein
to “Sections,” “Exhibits” and “Schedules” are intended to refer to Sections of this
Agreement and Exhibits or Schedules to this Agreement; and (D) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to this Agreement
in its entirety and not to any particular provision hereof.



(n) No Obligation to Exercise Company Options or Company Warrants. Notwithstanding any
provision in this Agreement to the contrary, nothing in this Agreement shall obligate the
Stockholder to exercise any Company Option, Company Warrants or other right to acquire Shares, nor
shall the Shares beneficially owned by the Stockholder for purposes of this Agreement be deemed to
include any shares of common stock of the Company issuable upon exercise of any Company Option or
Company Warrants or settlement of any RSU Award unless and until the Stockholder actually exercises
any such Company Option or Company Warrant or settles any such RSU Award.



[SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF, the Stockholder has executed this Agreement as of the date first
written above.



STOCKHOLDER




Print Name of Stockholder




By:

Name:

Title:





Address:



1



SCHEDULE A

Ownership of Company Common Stock




	 	 	 	 	 
	Name of Stockholder	 	Number of Shares	 	Number of Shares Owned of
	 	 	Beneficially Owned	 	Record
	[]

	 	[]
	 	[]
	 

	 	 
	 	 






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Exhibit I

Form Of Irrevocable Proxy




April 19, 2016




The undersigned stockholder (the “Stockholder”) of Hansen Medical, Inc., a Delaware
corporation (the “Company”), by executing and delivering this Irrevocable Proxy (this
“Proxy”), hereby irrevocably (to the fullest extent permitted by law) appoints and
constitutes David Styka and Matthew Chen of Auris Surgical Robotics, Inc., a Delaware corporation
(“Parent”), and each of them, the attorneys and proxies of the Stockholder, with full power
of substitution and resubstitution, to vote and exercise all voting rights (to the fullest extent
of the Stockholder’s rights to do so) (but subject to the third and fourth paragraphs of this
Proxy) with respect to: (i) the outstanding shares of capital stock of the Company owned of record
by the Stockholder as of the date of this Proxy; and (ii) any and all other shares of capital stock
of the Company which the Stockholder may acquire of record on or after the date hereof; provided,
however, that in the event that the Company Board or a duly authorized committee thereof shall have
validly adopted a Change of Company Recommendation in compliance with the provisions of Section
5.03(f) of the Merger Agreement, then during the period commencing on the adoption of such Change
of Company Recommendation and continuing until the earlier of (A) the date on which such Change of
Company Recommendation is withdrawn by the Company Board or a duly authorized committee thereof, or
(B) the date on which the Company Board or a duly authorized committee thereof makes or reinstates
the Company Recommendation, the number of shares subject to clauses “(i)” and “(ii)” shall be
limited to 61% of such shares. (The shares of the capital stock of the Company referred to in
clauses “(i)” and “(ii),” subject to the proviso, of the immediately preceding sentence are
collectively referred to as the “Record Shares.”) Upon the execution hereof, all prior
proxies given by the Stockholder with respect to the voting of any Record Shares inconsistent with
the terms of this Proxy or the Voting Agreement (as defined below) are hereby revoked, and the
Stockholder agrees that no subsequent proxies will be given with respect to the voting of any
Record Shares inconsistent with the terms of this Proxy or the Voting Agreement until after the end
of the Agreement Period.



This Proxy is irrevocable, is coupled with an interest and is granted in connection with, and
as security for the Stockholder’s performance under, the Voting Agreement, dated as of the date
hereof, among Parent, Pineco Acquisition Corp., a wholly-owned subsidiary of Parent
(“Sub”), the Company and the Stockholder (the “Voting Agreement”), and is granted
in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date
hereof, among Parent, Sub and the Company (the “Merger Agreement”). This Proxy will
terminate at the end of the Agreement Period (as defined in the Voting Agreement). Capitalized
terms used in this Proxy and not defined in this Proxy have the meanings set forth in the Voting
Agreement.



Each of the attorneys and proxies named above will be empowered, and may exercise this Proxy,
to vote the Record Shares at any time until the end of the Agreement Period at any meeting of the
stockholders of the Company, however called, and in connection with any written action by consent
of stockholders of the Company:



(i) in favor of: (A) the adoption of the Merger Agreement and the approval of the Merger; and
(B) without limitation of the preceding clause “(A),” the approval of any proposal to adjourn or
postpone the Company Stockholder Meeting to a later date if there are not sufficient votes for
approval of the Merger Agreement on the date on which the Company Stockholder Meeting is held; and



(ii) against (A) any Competing Proposal, (B) any reorganization, recapitalization, dissolution,
liquidation or winding-up of the Company or any other extraordinary transaction involving the
Company other than the Merger, or (C) any other matters relating to, or in connection with, any of
the matters described in this clause (ii).



The Stockholder may vote the Record Shares on all other matters not referred to in this Proxy,
and the attorneys and proxies named above may not exercise this Proxy with respect to such other
matters.



This Proxy shall be binding upon the heirs, estate, executors, successors and assigns of the
Stockholder (including any transferee of any of the Record Shares).



If any term or other provision of this Proxy is invalid, illegal or incapable of being
enforced by any rule of Law or public policy, all other conditions and provisions of this Proxy
shall nevertheless remain in full force and effect so long as the economic or legal substance of
the Transactions is not affected in any manner materially adverse to any party to the Voting
Agreement. Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, such parties shall negotiate in good faith to modify this Proxy so as
to effect the original intent of the parties as closely as possible in an acceptable manner to the
end that the Transactions are fulfilled to the extent possible.



IN WITNESS WHEREOF, the Stockholder has executed this Proxy as of the date first set forth
above.



STOCKHOLDER




Print Name of Stockholder




By:

Name:

Title:





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