Exhibit 10.10


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into as of this ___ day of November, 2016 by and among Integrated
Surgical Systems, Inc., a Delaware corporation (the “Company”), and the stockholders identified on the signature
pages hereto (each, including its successors and assigns, a “Stockholder,” and collectively, the “Stockholders”).


 


RECITALS


 


WHEREAS, the Stockholders and the Company
desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities
held by them as of the date hereof;


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Stockholders agree as follows:


 


The parties hereby agree as follows:


 


1.             Certain
Definitions. As used in this Agreement, the following terms shall have the following meanings:


 


“Business Day”
means any day other than a Saturday, Sunday or a day which is a Federal legal holiday in the U.S.


 


“Common Stock”
means the Company’s common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be
reclassified.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by
all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference
in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registrable
Securities” means (i) the Shares and (ii)  any other securities issued or issuable with respect to or in exchange
for the Shares, whether by merger, charter amendment or otherwise; provided, that these securities shall cease to be a Registrable
Security upon the earliest to occur of the following: (A) sale of such security pursuant to a Registration Statement; or (B) such
security becoming eligible for sale by the Stockholder pursuant to Rule 144 under the 1933 Act without regard to the holding period
or volume limitations thereunder.


 






     


     


    

 


“Registration
Statement” means any registration statement of the Company filed under the 1933 Act (including a post-effective amendment
to a previously filed registration statement) that covers the resale of any of the Registrable Securities pursuant to the provisions
of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits
and all material incorporated by reference in such Registration Statement.


 


“Required Stockholders”
means the Stockholders holding a majority of the Registrable Securities.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 


“Shares”
means the shares of Common Stock held by the Stockholders, directly or indirectly (including shares of Common Stock which the Stockholders
have the right to acquire), jointly or independently, however denominated.


 


“1933 Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


2.             Registration.


 


(a)           Piggyback
Registrations Rights. If, commencing the date of this Agreement and through the date that is five years after the date hereof,
there is not an effective Registration Statement covering the Registrable Securities, and the Company shall determine to prepare
and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933
Act of any of its equity securities (other than on Form S-4 or Form S-8, each as promulgated under the 1933 Act, or their then
equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity
securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Stockholders
a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall,
include in such Registration Statement all Registrable Securities requested by any Stockholder hereunder to be included in the
registration within ten (10) days after the Company sends such notice to the Stockholders for resale and offer on a continuous
basis pursuant to Rule 415; provided, that (i) if, at any time after giving written notice of its intention to register any securities
and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines
for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Registrable
Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities,
the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering
such other securities, (iii) each Stockholder is subject to confidentiality obligations with respect to any information gained
in this process or any other material non-public information he, she or it obtains, (iv) each Stockholder or assignee or successor
in interest is subject to all applicable laws relating to insider trading or similar restrictions; and (v) if all of the Registrable
Securities of the Stockholders cannot be so included due to SEC comments or underwriter cutbacks, then the Company may reduce,
in accordance with the provisions of Section 2(e) hereof, the number of securities covered by such Registration Statement to the
maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415.


 






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(b)           Demand
Registration Statement. Promptly following the date hereof, upon the demand of a majority of the holders of the then Registrable
Securities, the Company shall prepare and file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not then available
to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable
Securities) covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include
the plan of distribution attached hereto as Exhibit A; provided, however, that no Stockholder shall be named as an “underwriter”
in the Registration Statement without the Stockholder’s prior written consent. Such Registration Statement also shall cover,
to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number
of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable
Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness
thereof) shall be provided in accordance with Section 3(c) to the Stockholders and their counsel prior to its filing or other submission.


 


(c)           Expenses.
The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel
and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities
laws, listing fees, reasonable fees and expenses of one counsel to the Stockholders and the Stockholders’ reasonable expenses
in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers
or similar securities industry professionals with respect to the Registrable Securities being sold.


 






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(d)           Effectiveness.


 


(i)          The
Company shall use commercially reasonable efforts to have the Registration Statement declared effective as promptly as possible.
The Company shall promptly notify the Stockholders by facsimile or e-mail as promptly as possible after, and in any event, no later
than 5:00 p.m. New York time on the next Business Day following the date, any Registration Statement is declared effective and
shall simultaneously provide the Stockholders by facsimile or e-mail with copies of any related Prospectus to be used in connection
with the sale or other disposition of the securities covered thereby. If (A) a Registration Statement covering the Registrable
Securities is not declared effective by the SEC prior to the earlier of five (5) Business Days after the SEC shall have informed
the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration
Statement; or (B) a Registration Statement has been declared effective by the SEC but sales cannot be made pursuant to such Registration
Statement for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the
Registration Statement), but excluding any Allowed Delay (as defined below) or the inability of any Stockholder to sell the Registrable
Securities covered thereby due to market conditions, then the Company will make pro rata payments to each Stockholder, as liquidated
damages and not as a penalty, in an amount equal to 1.0% of the aggregate Market Price (as defined below) of the Registrable Securities
as of the date of the Registration Statement should have been effective for each 30-day period or pro rata for any portion thereof
following the date by which such Registration Statement should have been effective (the “Blackout Period”).
Such payments shall constitute the Stockholders’ exclusive monetary remedy for such events, but shall not affect the right
of the Stockholders to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid
monthly within three (3) Business Days of the last day of each 30-day period following the commencement of the Blackout Period
until the termination of the Blackout Period. Such payments shall be made to each Stockholder in cash. The “Market Price”
of a share of the Common Stock will be deemed to be the average of the last sales prices of a share of the Common Stock for the
five business days ending on the day immediately prior to the date that the claim is made under this Section 2(d)(i), as reported
by The Nasdaq Stock Market or any other United States stock exchange or trading medium on which the Common Stock is listed or traded,
or in the absence of reported prices, the determination of Market Price shall be made by the Independent Committee of the Board
of Directors of the Company.


 


(ii)         Notwithstanding
anything herein to the contrary, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated
by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure
of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion
of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related
Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus
in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that
the Company shall promptly (a) notify each Stockholder in writing of the commencement of and the reasons for an Allowed Delay,
but shall not (without the prior written consent of an Stockholder) disclose to such Stockholder any material non-public information
giving rise to an Allowed Delay, (b) advise the Stockholders in writing to cease all sales under the Registration Statement until
the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.


 


(iii)        Notwithstanding
anything herein to the contrary, in no event shall the liquidated damages paid or to be paid by the Company to an Stockholder pursuant
to Sections 2(a), 2(b) and 2(c) of this Agreement exceed, in the aggregate, an amount equal to 10.0% of the aggregate amount invested
by such Stockholder.


 






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(e)           Rule
415; Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a
Registration Statement (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to
be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Stockholder to be
named as an “underwriter”, the Company shall use its best efforts to persuade the SEC that the offering contemplated
by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as
defined in Rule 415 and that none of the Stockholders is an “underwriter”. The Stockholders shall have the right to
participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position (unless
in the reasonable opinion of the Company or its counsel, such participation will be to the detriment to the Company in that it
may cause undue delays in the registration process or for other reasons) and to comment or have their counsel comment on any written
submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Stockholders’
counsel reasonably objects. In the event that, despite the Company’s best efforts and compliance with the terms of this Section
2(e), the SEC refuses to alter its position, the Company shall (i) first remove any securities registered for the account of any
selling shareholders other than the holders of Registrable Securities, (ii) second remove any securities being registered for sale
by the Company, and (iii) third remove from the Registration Statement such portion of the Registrable Securities (the “Cut
Back Shares”) and/or agree to such restrictions and limitations on the registration and resale of the Registrable Securities
as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC
Restrictions”); provided, however, that the Company shall not agree to name any Stockholder as an “underwriter”
in such Registration Statement without the prior written consent of such Stockholder. Any cut-back imposed on the Stockholders
pursuant to this Section 2(d) shall be allocated among the Stockholders (and the holders of any previously or subsequently registered
shares of Common Stock whose shares are subject to the Rule 415 position taken by the SEC) on a pro rata basis, unless the SEC
Restrictions otherwise require or provide or the Stockholders otherwise agree. No liquidated damages shall accrue as to any Cut
Back Shares until such date as the Company is able to commence the registration of such Cut Back Shares in accordance with any
SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the
Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated
damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the
Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination Date,
and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(d)
shall be the 90th day immediately after the Restriction Termination Date.


 


3.             Company
Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities
in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)          use
commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for
a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration
Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration
Statement may be sold without any restriction pursuant to Rule 144 (the “Effectiveness Period”) and (i) advise
the Stockholders in writing when the Effectiveness Period has expired and (ii) provide the Stockholders with a copy of the opinion
of counsel to the Company to the Transfer Agent and instructions from the Company to the Transfer Agent to remove the re-sale restrictions
imposed by the 1933 Act from the Registrable Securities, both of which will be irrevocable;


 






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(b)          prepare
and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be
necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933
Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)          provide
copies to counsel designated by the Stockholders and permit such counsel to review each Registration Statement and all amendments
and supplements thereto no fewer than three (3) Business Days, in the case of the initial Registration Statement, and two (2) Business
Days, in the case of any amendment or supplement, prior to their filing with the SEC and not file any document to which such counsel
reasonably objects;


 


(d)          furnish
to the Stockholders and to counsel designated by the Stockholders (i) promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or
sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus
and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the
staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration
Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment),
and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto
and such other documents as each Stockholder may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Stockholder that are covered by the related Registration Statement;


 


(e)          use
commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if
such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)          prior
to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with
the Stockholders and their counsel in connection with the registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions requested by the Stockholders and do any and all other commercially
reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities
covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as
a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for
this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;


 






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(g)          use
commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h)          immediately
notify the Stockholders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of
any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing,
and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be
necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and


 


(i)           comply
in all material respects with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without
limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC
pursuant to Rule 424 under the 1933 Act, promptly inform the Stockholders in writing if, at any time during the Effectiveness Period,
the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Stockholders are required to deliver
a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary
to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as
reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of
at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection
3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the
effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s
fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter).


 


(j)           With
a view to making available to the Stockholders the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Stockholders to sell shares of Common Stock to the public without registration, the
Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule
144, until the earlier of (A) twelve months after such date as all of the Registrable Securities may be sold without restriction
by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities
shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under
the 1934 Act; (iii) furnish to each Stockholder upon request, as long as such Stockholder owns any Registrable Securities, (A)
a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s
most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested
in order to avail such Stockholder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities
without registration; and (iv) use commercially reasonable efforts to assist each Stockholder with the removal of any legends required
under Rule 144 under the 1933 Act, including with respect to any opinions required thereby, provided that the Company’s obligations
hereunder are subject to the reasonable determination of the Company and the Company’s counsel that any such legend removal
complies with the 1933 Act.


 






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4.             Due
Diligence Review; Information. Upon written request, the Company shall make available, during normal business hours, for inspection
and review by the Stockholders, advisors to and representatives of the Stockholders (who may or may not be affiliated with the
Stockholders and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings and other filings
with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of
such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such
information reasonably requested by the Stockholders or any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted
by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole
purpose of enabling the Stockholders and such representatives, advisors and underwriters and their respective accountants and
attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.
As a condition to such inspection and review, the Company may require the Stockholders to enter into confidentiality agreements.


 


The Company shall not
disclose material nonpublic information to the Stockholders, or to advisors to or representatives of the Stockholders, unless prior
to disclosure of such information the Company identifies such information as being material nonpublic information and provides
the Stockholders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic
information for review and any Stockholder wishing to obtain such information enters into an appropriate confidentiality agreement
with the Company with respect thereto.


 


5.            Obligations
of the Stockholders.


 


(a)           Each
Stockholder shall furnish to the Company a completed and executed Selling Stockholder Questionnaire. The Company shall not be required
to include the Registrable Securities of an Stockholder in a Registration Statement who fails to furnish to the Company a fully
completed and executed Selling Stockholder Questionnaire at least two (2) Business Days prior to the first anticipated filing date
of such Registration Statement. It is agreed and understood that if an Stockholder returns a Selling Stockholder Questionnaire
after the deadline specified in the previous sentence, the Company shall use its commercially reasonable efforts to take such actions
as are required to name such Stockholder as a selling security holder in the Registration Statement or any pre-effective or post-effective
amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities
identified in such late Selling Stockholder Questionnaire; provided that the Company shall not be obligated to file any additional
Registration Statements solely for such shares or to take any action that the Company reasonably concludes would cause the Company
to miss the Filing Deadline or the deadline by which the Registration Statement must be declared effective by the SEC, or otherwise
cause other Registrable Securities to be ineligible for sale.


 






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(b)          Each
Stockholder, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Stockholder has notified
the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)          Each
Stockholder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant
to Section 2(d)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Stockholder will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Stockholder
is advised by the Company that such dispositions may again be made.


 


6.            Indemnification.


 


(a)           Indemnification
by the Company. The Company will indemnify and hold harmless each Stockholder and its officers, directors, members, managers,
employees and agents, successors and assigns, and each other person, if any, who controls such Stockholder within the meaning of
the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained
in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any
blue sky application or other document executed by the Company specifically for that purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities
under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”);
(iii) the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act
applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration;
or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where
the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or
qualification on an Stockholder’s behalf and will reimburse such Stockholder, and each such officer, director or member and
each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any
such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Stockholder
or any such controlling person in writing specifically for use in such Registration Statement or Prospectus. For an abundance of
clarity, the liquidated damage provisions in Section 2 shall not limit the recovery to which a Stockholder is entitled under this
Section 6.


 






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(b)          Indemnification
by the Stockholders. Each Stockholder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within
the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees)
resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration
Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein
not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished
in writing by such Stockholder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment
or supplement thereto. In no event shall the liability of an Stockholder be greater in amount than the dollar amount of the proceeds
(net of all expense paid by such Stockholder in connection with any claim relating to this Section 6 and the amount of any damages
such Stockholder has otherwise been required to pay by reason of such untrue statement or omission) received by such Stockholder
upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 


(c)          Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists or may exist between such person and the indemnifying party with respect to such claims (in which case, if the person notifies
the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided,
further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying
party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the
indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection
with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any
time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, and such settlement
shall not include any admission as to fault on the part of such indemnified party.


 






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(d)          Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act
shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution
obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses
paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon
the sale of the Registrable Securities giving rise to such contribution obligation.


 


7.             Miscellaneous.


 


(a)          Amendments
and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Stockholders. The Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall
have obtained the written consent to such amendment, action or omission to act, of the Required Stockholders.


 


(b)          Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in the Purchase Agreement.


 


(c)          Assignments
and Transfers by Stockholders. The provisions of this Agreement shall be binding upon and inure to the benefit of the Stockholders
and their respective successors and assigns. An Stockholder may transfer or assign, in whole or from time to time in part, to one
or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Stockholder to such person,
provided that such Stockholder complies with all laws applicable thereto and provides written notice of assignment to the Company
promptly after such assignment is effected and agrees in writing to be bound by the terms hereof.


 


(d)          Assignments
and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise)
without the prior written consent of the Required Stockholders, provided, however, that in the event that the Company is a party
to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into
the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of
such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed
to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by
the Stockholders in connection with such transaction unless such securities are otherwise freely tradable by the Stockholders after
giving effect to such transaction.


 


(e)          Benefits
of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


 






    	 	11	 



     


    

 


(f)            Counterparts;
Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. A digital reproduction, portable document format (“.pdf”)
or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic
signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission
device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered
valid, binding and effective for all purposes.


 


(g)           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


(h)           Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


 


(i)            Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


 


(j)            Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


(k)           Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District for the purpose of any suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may
be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this
Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding
and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.


 




    	 	12	 



     


    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


	 	INTEGRATED SURGICAL SYSTEMS, INC.
	 	 
	 	By:	            
	 	Name: Gary Schuman
	 	Title:   Chief Financial Officer





 






    	 	13	 



     


    

 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	 	Stockholder
	 	 
	 	__________________________________________
	 	Name of Stockholder
	 	 
	 	__________________________________________
	 	Signature of Stockholder or by Authorized Person executing for Stockholder
	 	 
	 	Printed Name: _____________________________
	 	 
	 	Title: ____________________________________
	 	 
	 	Its: ______________________________________
	 	(Printed Name of Authorized Person and Title
	 	 for Person executing for Stockholder)


 


[EXECUTED SIGNATURE PAGES OF OTHER STOCKHOLDER
OMITTED]


 




    	 	14	 



     


    

 


Exhibit A


 


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the
shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable
exchange;



 


		·	privately negotiated transactions;



 


		·	short sales effected after the date the registration statement of
which this Prospectus is a part is declared effective by the SEC;



 


		·	through the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;



 


		·	broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share; and



 


		·	a combination of any such methods of sale.



 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.


 






    	 	Exhibit A-1	 



     


    

 


In connection with
the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.


 


In order to comply
with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 






    	 	Exhibit A-2	 



     


    

 


We have advised the
selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares
in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we
will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating
to the registration of the shares offered by this prospectus.


 


We have agreed with
the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier
of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or (2) the date on which the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.


 




    	 	Exhibit A-3	 



     


    

 


Exhibit B


 


INTEGRATED SURGICAL SYSTEMS, INC.


 


Selling Stockholder Questionnaire


 


The undersigned beneficial
owner of shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”),
of Integrated Surgical Systems, Inc. (the “Company”), understands that the Company intends to file with the
Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of
the Shares (the “Registrable Securities”), in accordance with the terms of the Registration Rights Agreement,
dated as [●], 2016 (the “Registration Rights Agreement”), among the Company and the Stockholders named
therein. The purpose of this Questionnaire is to facilitate the filing of the Registration Statement under the 1933 Act that will
permit you to resell the Registrable Securities in the future. The information supplied by you will be used in preparing the Registration
Statement. A copy of the Registration Rights Agreement is available from the Company upon request as follows: Integrated Surgical
Systems, Inc. 2425 Cedar Springs Road, Dallas, Texas 75201, Attn: Chief Financial Officer. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


This Questionnaire
requests information concerning your “beneficial ownership” of the securities of the Company. The SEC has defined “beneficial
ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not
only if he owns it in the usual sense, but also if he has the power (solely or shared) to vote, sell or otherwise dispose of the
share. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days of the date
of this Questionnaire, pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness,
but excludes stock appreciation rights. Two or more persons might count as beneficial owners of the same share.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.


 




    	 	Exhibit B-1	 



     


    

 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Securityholder



 


 






 


		(b)	Full Legal Name of Registered Holder (if not the same
as (a) above) through which Registrable Securities Listed in Item 3 below are held:



 


 






 


		(c)	If the Selling Securityholder in Item 1(a) is an entity
(e.g., a corporation, partnership, LLC, trust, etc.), provide the Full Legal Name of the natural person(s) who directly or indirectly
alone or with others has power to vote or dispose of the Registrable Securities:



 


 






 


		2.	Address for Notices to Selling Securityholder:



 


	 
	 
	 





	Telephone: 	 
	 	 





	Fax: 	 
	 	 





	Contact Person: 	 
	 	 





	E-mail address of Contact Person: 	 


 


		3.	Beneficial Ownership of Registrable Securities:



 


		(a)	Type and Number of Registrable Securities beneficially
owned:



 


	 
	 
	 
	 




    	 	Exhibit B-2	 



     


    

 


		4.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes    ̈            No    ̈


 


		Note:	If yes, the Commission’s staff has indicated
that you should be identified as an underwriter in the Registration Statement.



 


		(b)	Are you an affiliate of a broker-dealer?



 


Yes    ̈            No    ̈


 


		Note:	If yes, provide a narrative explanation below:



 


 






 


 






 


		(c)	If you are an affiliate of a broker-dealer, do you
certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the
Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute
the Registrable Securities?



 


Yes    ̈            No    ̈


 


		Note:	If no, the Commission’s staff has indicated
that you should be identified as an underwriter in the Registration Statement.



 


		5.	Beneficial Ownership of Other Securities of the Company
Owned by the Selling Securityholder.



 


Except as set forth below
in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.


 


 






 


 






 


		6.	Relationships with the Company:



 


Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.


 


			State any exceptions here:



 


 






 


 






 






    	 	Exhibit B-3	 



     


    

 


		7.	Plan of Distribution:



 


The undersigned has reviewed
the form of Plan of Distribution attached as Exhibit A to the Registration Rights Agreement, and hereby confirms that, except as
set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.


 


			State any exceptions here:



 


 






 


 






 


***********


 


The undersigned agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective
date of any applicable Registration Statement filed pursuant to the Registration Rights Agreement.


 


By signing below, the undersigned consents to the disclosure
of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information in each Registration
Statement filed pursuant to the Registration Rights Agreement and each related prospectus. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement
and the related prospectus.


 


By signing below, the undersigned acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations
thereunder, particularly Regulation M. The undersigned also acknowledges that it understands that the answers to this Questionnaire
are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments
or supplements thereto filed with the Commission pursuant to the Securities Act.


 


The undersigned hereby acknowledges and is advised of the following
Commission interpretations regarding short selling:


 


“An Issuer filed a Form S-3 registration statement
for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short sale
of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer
was advised that the short sale could not be made before the registration statement become effective, because the shares underlying
the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the
shares were effectively sold prior to the effective date.”


 


By returning this Questionnaire, the undersigned will be deemed
to be aware of the foregoing interpretation.


 


I confirm that, to the best of my knowledge and belief, the
foregoing statements (including without limitation the answers to this Questionnaire) are correct.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Dated:	 	 	Selling Securityholder: 	 


 




    	 	Exhibit B-4	 



     


    

 


	 	By: 	    
	 	 	Name:
	 	 	Title:


 


PLEASE RETURN A COPY OF THE COMPLETED AND EXECUTED NOTICE
AND QUESTIONNAIRE BY OVERNIGHT MAIL OR ELECTRONIC MAIL, TO:


 


Integrated Surgical Systems, Inc.


Attn: Chief Financial Officer


2425 Cedar Springs Road


Dallas, Texas 75201


 


WITH A COPY TO


 


Andrew D. Hudders

Golenbock Eiseman Assor Bell & Peskeo LLP

711 3rd Ave., 17th Floor

New York, NY 10017

e-mail: ahudders@golenbock.c


 






    	 	Exhibit B-5