Exhibit 10.3


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS AGREEMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR (B) AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER SUCH ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, DELIVERY TO THE COMPANY OF AN OPINION REASONABLY
SATISFACTORY TO THE COMPANY AS TO THE APPLICABILITY OF SUCH EXEMPTION, RENDERED BY COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE
TO THE COMPANY UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.


 


INTEGRATED SURGICAL SYSTEMS, INC.


 


Warrant
To Purchase Common Stock


 


Warrant No.: __


Date of Issuance: November ____, 2016
(“Issuance Date”)


 


Integrated Surgical
Systems, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, _____, the registered holder hereof or its permitted assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants to purchase Common Stock issued
in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof
(the “Vesting Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), such
number of fully paid and non-assessable shares of Common Stock (the “Warrant Shares”) as set forth herein
in Section 1(c), subject to adjustment as herein provided. Except as otherwise defined herein, capitalized terms in this Warrant
shall have the meanings set forth in Section 16. This Warrant has been issued in connection with that certain Engagement Letter
for Investment Banking Services dated as of November 28, 2007 by and between MDB Capital Group LLC (“MDB”)
and the Company (the “Engagement Letter”) and the completion of the acquisition of theMaven Network, Inc.,
a Nevada corporation, through the services of MDB as placement agent.


 






    1 


     


    




 


1.             EXERCISE
OF WARRANT.


 


(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(g)), this Warrant may be exercised by the Holder on any day on or after the Vesting Date, in whole or in part, by delivery to
the Company of a notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall
deliver payment to the Company of an amount equal to the Exercise Price (as defined below) multiplied by the number of Warrant
Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via wire transfer
of immediately available funds if the Holder did not notify the Company in such Exercise Notice that the exercise was made pursuant
to a Cashless Exercise (as defined in Section 1(e)). The Holder shall not be required to deliver the original of this Warrant
in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the
right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining
Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares
in accordance with the terms hereof. Notwithstanding the foregoing, if all or any portion of this Warrant is cancelled, the Holder
will promptly deliver this Warrant to the Company upon request (and in exchange for a replacement Warrant in the event of partial
cancellation as provided herein). Promptly, and in any event with in three (3) Trading Days, after receipt of fully-completed
and executed Exercise Notice, together with the Aggregate Exercise Price if applicable, the Company shall transmit by facsimile
an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached hereto as Exhibit B, to the Holder
and the Company’s transfer agent (the “Transfer Agent”), and, further, shall (X) if the Transfer Agent
is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the
request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to
the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, to any designee of the Holder to whom the Holder
is permitted to transfer this Warrant, or any agent thereof, in each case to the address as specified in the applicable Exercise
Notice, a certificate, registered in the Company’s share register in the name of the Holder or such designee (as indicated
in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise. Upon delivery of the executed Exercise Notice and payment of the Aggregate Exercise Price if applicable, the Holder
shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the
date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection
with any exercise pursuant to this Section and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Holder may surrender this Warrant to the
Company, whereupon the Company shall promptly, but in no event later than five (5) Business Days, after such exercise and at its
own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 6(d)) representing the
right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number
of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon
the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest
whole number.


 






    2 


     


    

 


(b)          Exercise
Price. For purposes of this Warrant, the “Exercise Price” will be $0.20 per share (the “Exercise
Price”).


 


(c)          Number
of Shares. The Warrant Shares subject to this Warrant shall be _____ shares of Common Stock.


 


(d)          Company’s
Failure to Timely Deliver Securities. If within three (3) Trading Days after the Company’s receipt of the applicable
Exercise Notice and receipt of the applicable Aggregate Exercise Price if the Holder did not notify the Company in such Exercise
Notice that such exercise was made pursuant to a Cashless Exercise, the Company shall fail to issue and deliver a certificate
to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s balance
account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder
(as the case may be), and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf,
of the Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal
to all or any portion of the number of shares of Common Stock, issuable upon such exercise that the Holder so anticipated receiving
from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within four (4) Business
Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal
to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the
shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder)
(the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate
or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled
upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or
(ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares
of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder
is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the
excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the lowest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise
Notice and ending on the date of such issuance and payment under this clause (ii).


 


(e)          Cashless
Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f)), whether or not at the time
of such exercise a registration statement is effective (or the prospectus contained therein is available for use) for the resale
by the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in
part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of
the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock
determined according to the following formula (a “Cashless Exercise”):


 






    3 


     


    

 


Net Number
= (A x B) - (A x C)


 


    B


 


For purposes
of the foregoing formula:


 


A= the total number of shares
with respect to which this Warrant is then being exercised.


 


B= as applicable: (i) the Closing
Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise
Notice is (1) both executed and delivered pursuant to Section 1(a) on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 1(a) on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day; (ii) the Bid Price of the
Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed
during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section
1(a); or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise
Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) after the close of “regular
trading hours” on such Trading Day.


 


C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


(f)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant
Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares
that are not disputed and resolve such dispute in accordance with Section 13.


 


(g)          Insufficient
Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common
Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder (without regard
to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable upon
exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, the Company at any time does not
have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance
upon exercise of this Warrant, then the Company shall promptly take all action necessary to increase the Company’s authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the number of shares necessary to satisfy the Company’s
obligations hereunder. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the
occurrence of the failure to have sufficient authorized shares to permit the exercise of this Warrant (“Authorized Share
Failure”), but in no event later than seventy (70) days after the occurrence of such Authorized Share Failure, the Company
shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In
connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts
to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors
to recommend to the stockholders that they approve such proposal.


 






    4 


     


    

 


(h)          
Registration Rights Agreement. Concurrently with the execution of this Warrant, the Holder and the Company are entering
into a registration rights agreement.


 


2.             ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. In addition to the adjustments set forth in Section 1, the Exercise
Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth
in this Section 2.


 


(a)          Stock
Dividends and Splits. Without limiting any provision of Section 2 or Section 3(a), if the Company, at any time on or after
the date hereof while this Warrant remains outstanding, (i) pays a stock dividend on one or more classes of its then outstanding
shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock,
(ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding
shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one
or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such
event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii)
or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If
any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder,
then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.


 


(b)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2, the
number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on
exercise contained herein).


 






    5 


     


    

 


(c)          Other
Events. In the event that the Company (or any subsidiary or affiliate of the Company) shall take any action to which the provisions
hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs
of the type contemplated by the provisions of this Section 2 (i.e., proportional adjustments to reflect changes in the Company’s
capital structure, but not anti-dilution protections based on the issuance price of new securities) but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features, an “Other Adjustment Event”), then the Company’s board of directors shall
in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable)
so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(d) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the
Holder does not reasonably accept such adjustments as appropriately protecting its interests hereunder against such dilution,
then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of
nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose
fees and expenses shall be borne by the Company unless such adjustment, as finally determined by such investment bank, is within
three percent (3%) of the Company’s originally proposed adjustment, in which case such fees and expenses shall be borne
by the Holder. For the avoidance of doubt, an “Other Adjustment Event” shall not include a bona fide financing
transaction in which the Company sells its securities for the principal purpose of raising working capital or other operating
capital or any issuance or grant to an employee, director or consultant of the Company (or any subsidiary or affiliate of the
Company) under an incentive stock plan approved by the board of directors of the Company.


 


(d)          Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


3.             RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make
any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way
of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant while this Warrant remains outstanding,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would
have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.


 


(a)          PURCHASE
RIGHTS. In addition to any adjustments pursuant to Section 2 above, if at any time while this Warrant remains outstanding
the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.


 






    6 


     


    

 


4.             NONCIRCUMVENTION.
The Company shall not, by amendment of its articles of incorporation, bylaws or through any reorganization, transfer of assets,
consolidation, merger, scheme, arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder against impairment.


 


5.             WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 5, so long as this Warrant is outstanding, the Company shall provide the Holder with
copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the
giving thereof to the stockholders.


 


6.             REISSUANCE
OF WARRANTS.


 


(a)          Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6(d)), registered in the
name of the transferee, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if
less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with
Section 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. The rights
and obligations of the Registration Rights Agreement may be assigned and transferred with any transfer of this Warrant. For the
abundance of clarity, there is no restriction on the assignment and transfer of this Warrant and the Registration Rights Agreement,
other than as provided by law, rule and regulation and any specific agreements between the Holder and the Company.


 


(b)          Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to
the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 6(d)) representing the right to
purchase the Warrant Shares then underlying this Warrant.


 






    7 


     


    

 


(c)          Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 6(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional
shares of Common Stock shall be given.


 


(d)          Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a)
or Section 6(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.


 


7.             COMPLIANCE
WITH THE SECURITIES ACT. 


 


(a)          Agreement
to Comply with the Securities Act; Legends. The Holder, by acceptance of this Warrant, agrees to comply in all respects
with the provisions of this Section 7  and the restrictive legend requirements set forth on the face of this Warrant and
further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued
upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended
(the "Securities Act"). This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless
registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form (in
addition to any legends required by any stockholders agreement, the Proxy or applicable law):


 


"THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND,
IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL OR (III) SUCH
SECURITIES ARE SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES."


 






    8 


     


    

 


(b)           Representations
of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof,
to the Company by acceptance of this Warrant as follows:


 


(i)          The
original Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities
Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own
account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the
Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.


 


(ii)         The
Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "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 Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144
under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Act.


 


8.             NOTICES.
The Company will give notice to the Holder (i) promptly upon each adjustment of the Exercise Price and the number of Warrant Shares,
setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days
prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the shares of Common Stock, and (B) for determining rights to vote with respect to any merger, consolidation, combination, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of its subsidiaries, while the Company is an issuer reporting under the Federal
securities laws, the Company shall simultaneously file such notice with the Securities Exchange Commission pursuant to a Current
Report on Form 8-K.


 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by facsimile (provided confirmation
of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent, if sent by
e-mail by the sending party and the sending party does not receive an automatically generated message from the recipient’s
e-mail server that such e-mail could not be delivered to such recipient, provided that such sent e-mail is kept on file
(whether electronically or otherwise), and either (A) a copy of the relevant notice is sent on the same day as such sent email
in accordance with clause (i), (ii) or (iv) of this paragraph or (B) an authorized representative of the Company affirmatively
acknowledges receipt of such email by reply email or other written communication) and (iv) if sent by overnight courier service,
one (1) Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed
to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 






    9 


     


    

 


If to the Company:


 


Integrated Surgical
Systems, Inc.


2425 Cedar Springs
Road


Dallas, Texas 75201


Attention: Chief Executive
Officer


 


If to a Holder, to
its address, facsimile number or e-mail address set forth herein or on the books and records of the Company.


 


Or, in each of the above instances, to
such other address, facsimile number or e-mail address and/or to the attention of such other Person as the recipient party has
specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine containing the time, date and recipient facsimile number or (C) provided by
an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight
courier service in accordance with clause (i), (ii) or (iv) above, respectively.


 


9.            AMENDMENT
AND WAIVER. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement
in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed
as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar
or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any
rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.


 


10.           SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 






    10 


     


    

 


11.           GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude either party
from bringing suit or taking other legal action against the other party in any other jurisdiction to enforce a judgment or other
court ruling in favor of the such party. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


12.           CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 


13.           DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Bid Price
or fair market value or the arithmetic calculation of the Warrant Shares, as the case may be, the Company or the Holder (as the
case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within
two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the
case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving
rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may
be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Warrant Shares (as the
case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company
or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed
determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value (as the case may be) to an independent,
reputable investment bank selected by the Company and reasonably acceptable to the Holder or (b) the disputed arithmetic calculation
of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause the investment bank or the
accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and
the Holder of the results as soon as reasonably practicable. Such investment bank’s or accountant’s determination
or calculation (as the case may be) shall be binding upon all parties absent demonstrable error. The fees and expenses of the
investment bank or the accountant shall be borne by the Company unless the number is question, as finally determined by such investment
bank or accountant, is within three percent (3%) of the Company’s originally proposed number, in which case such fees and
expenses shall be borne by the Holder.


 






    11 


     


    

 


14.           REMEDIES,
CHARACTERIZATION, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available at law or in equity. Each party acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the other party and that the remedy at law for any such breach may be inadequate. The Company covenants
to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof). Each party therefore agrees that, in the event of any such breach or threatened breach, the other
party shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required. The Company shall provide all information and
documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with
the terms and conditions of this Warrant.


 


15.           TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, subject to compliance
with Section 7, other applicable law. The issuance of shares and certificates for shares as contemplated hereby upon the exercise
of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax (a) based upon the net income of the Holder or (b) that may be
payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or
its agent on its behalf.


 


16.           CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)           “Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the bid price of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not
apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time
of determination, the average of the bid prices of any market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for
a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such
time of determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company and
the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during such period.


 






    12 


     


    

 


(b)          “Bloomberg”
means Bloomberg, L.P.


 


(c)          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(d)          “Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal
Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price
of such security on the principal securities exchange or trading market where such security is listed or traded as reported by
Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg,
the average of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date on any
of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,
then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


(e)          “Common
Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock
into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(f)          “Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances,
directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any shares of Common Stock.


 


(g)          “Expiration
Date” means the date that is the fifth anniversary of the Issuance Date or, if such date falls on a day other than a
Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that
is not a Holiday.


 


(h)          
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 






    13 


     


    

 


(i)          
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(j)          “Principal
Market” means the a national securities exchange in the United States or a recognized United States trading medium which
provides daily reports of the prices at which securities are offered and traded.


 


(k)          “Registration
Rights Agreement” means the registration rights agreement entered into on even date herewith for the benefit of the
Holder or Holders.


 


(l)          “Trading
Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which
the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that
“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange
or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market,
then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing
by the Holder or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day
on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 




    14 


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	INTEGRATED SURGICAL SYSTEMS, INC.
	 	 
	 	By:	                          
	 	Name:	 
	 	Title:	 


 




     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


INTEGRATED SURGICAL SYSTEMS, INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Integrated Surgical Systems, Inc., a Delaware corporation (the “Company”), evidenced by the Warrant to purchase
Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.             Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


		____________	a “Cash Exercise”
                                         with respect to _________________ Warrant Shares; and/or



 


		____________	a “Cashless Exercise”
                                         with respect to _______________ Warrant Shares.



 


In the event that
the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the
Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the
date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.


 


2.             Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company
in accordance with the terms of the Warrant.


 


3.             Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:


 


	 	_______________________
	 	_______________________
	 	_______________________
	 	_______________________


 






     


     


    

 


	Date: _______________ __, ______	 
	 	 
	 	 
	Name of Registered Holder	 
	 	 
	By:	                              	 
		Name:	 
		Title:	 


 




     


     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.


 


	 	INTEGRATED SURGICAL SYSTEMS, INC.
	 	 
	 	By:	                    
	 	Name:	 
	 	Title: