Filed by Bowne Pure Compliance





Exhibit 4.5




FORM OF CALL EXERCISE WARRANT




NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH
COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.



MAKO SURGICAL CORP.




Warrant To Purchase Common Stock




Warrant No.:                    

Number of Shares of Common Stock:                    

Date of Issuance: [_____], 200_____
(“Issuance Date”)




MAKO Surgical Corp., a corporation organized under the laws of Delaware (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 surrender of this Warrant to Purchase
Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or
replacement hereof, the “Warrant”), at any time or times following the date hereof, on or before
5:30 p.m., New York time, on the Expiration Date (as defined below),
_____(_____)1 fully paid nonassessable shares of Common Stock (as
defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in
this Warrant shall have the meanings set forth in Section 14. This Warrant is one of the warrants
to purchase Common Stock (the “Call Exercise Warrants”) issued pursuant to Section 2.4(b) of that
certain Securities Purchase Agreement, dated as of
October [
_____
], 2008 (the “Subscription Date”), by and among the Company and the investors (the
“Investors”) referred to therein (the “Securities Purchase Agreement”).


 






	 	 	 
	1	 	If, on the Second Closing Date, the VWAP is less than
the consolidated closing bid price per share of the Company’s Common Stock on
the date immediately prior to the signing of the Securities Purchase Agreement,
insert a number (rounded down to the nearest whole number) equal to (a) 10%
multiplied by the figure arrived at by dividing [insert the dollar amount
representing the Call Investor’s pro rata portion of $20,000,000 of the Call
Shares] by the VWAP, less (b) the number of shares which are the subject of
the Call Warrants issued to such Call Investor at the First Closing.




 


 









 






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(d)), this Warrant may be exercised by
the Holder on any day following the date hereof up to and including the Expiration Date, in whole
or in part, by (i) delivery of a properly completed and executed written notice, in the form
attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the
“Aggregate Exercise Price”) in cash or by wire transfer of immediately available funds or (B) by
notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as
defined in Section 1(c)). At 5:30 P.M., New York City time on the Expiration Date, the portion of
this Warrant not exercised prior thereto shall be and become void and of no value provided that, if
the average of the Closing Prices for the five Trading Days immediately prior to (but not
including) the Expiration Date exceeds the Exercise Price on the Expiration Date, and, if on the
Expiration Date, there is no effective Registration Statement (as defined in the Securities
Purchase Agreement) covering the resale of the Warrant Shares, then this Warrant shall be deemed to
have been exercised in full (to the extent not previously exercised) on a “cashless exercise” basis
at 5:30 P.M., New York City time on the Expiration Date. The Holder shall not be required to
deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of
the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect
as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares. Promptly (but in the no event later than three
(3) Trading Days) following the date on which the Company has received each of the Exercise Notice
and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery
Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt
of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer
Agent”). Promptly (but in the no event later than three (3) Trading Days) following the date on
which the Company has received all of the Exercise Delivery Documents, the Company shall (X)
provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program and the Warrant Shares may be issued without any restrictive
legends in accordance with Section 4.1(b) of the Securities Purchase Agreement, upon the request of
the Holder, credit such aggregate number of Warrant Shares 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 Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the Company’s share register in
the name of the Holder or its designee, for the number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise, which certificate shall bear any legends required in
accordance with Section 4.1(b) of the Securities Purchase Agreement. Upon delivery of the Exercise
Delivery Documents, 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 1(a) and the aggregate number of Warrant Shares represented by this
Warrant at the time this Warrant submitted for exercise is greater than the number of Warrant
Shares being acquired upon such exercise, then the Company shall as soon as practicable, and in no
event later than three (3) Trading Days after any exercise and at its own expense, issue a new
Warrant (in accordance with Section 5(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 then 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. The Company shall pay
any and all taxes (other than taxes based upon the income of the Holder) which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.



(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means
[$_____]2 per Warrant Share, subject to adjustment as provided herein.



(c) Cashless Exercise. Notwithstanding anything contained herein to the contrary, 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”):



	 	 	 	 	 
	 

	 	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=
	 	the average of the Closing Prices for the five
Trading Days immediately prior to (but not including) the date of
the Exercise Notice.
	 
	 	 	 	 
	 

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






(d) Failure to Deliver Warrant Shares. In addition to any other rights available to a
Holder, if the Company fails to deliver to the Holder a certificate representing Warrant Shares by
the third Trading Day after the date on which delivery of such certificate is required by this
Warrant, and if after such third Trading Day the Holder purchases (in an open market transaction or


 






	 	 	 
	2	 	Insert the exercise price of the Call Warrants.




 


 









 









 otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Shares that the Holder anticipated receiving from the Company (a
“Buy-In”), then the Company shall, within five Trading 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 reasonable brokerage commissions, if any) for the shares of Common Stock
so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such
certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such Common Stock 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, times (B) the Closing Price on the date of the event giving
rise to the Company’s obligation to deliver such certificate. The Company’s obligations to issue
and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent
with respect to any provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and irrespective of any
other circumstance which might otherwise limit such obligation of the Company to the Holder in
connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon exercise of this
Warrant as required pursuant to the terms hereof.



(e) Disputes. In the case of a dispute as to the determination of the Exercise Price
or the arithmetic calculation of the Warrant Shares, 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 11.



(f) Authorized Shares. The Company will at all times reserve and keep available,
solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares
and other securities, cash and/or property, as from time to time shall be issuable upon the
exercise of this Warrant.



(g) Cancellation of the Call Warrant. If the Holder does not purchase its share of
the Call Shares (as defined in the Securities Purchase Agreement) after the Company’s exercise of
the Call Right (as defined in the Securities Purchase Agreement) in accordance with Section 2.3 of
the Securities Purchase Agreement, this Warrant shall automatically be cancelled and be of no
further force or effect.



2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
the number of Warrant Shares shall be adjusted from time to time as follows:



(a) Adjustment upon Subdivision or Combination of Common Stock. If the Company at any
time on or after the Subscription Date subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time on or after the Subscription Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to
such combination will be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 2(a) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


 









 





(b) Voluntary Adjustment By Company. The Company may at any time during the term of
this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors of the Company.



3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding a
Fundamental Transaction is effected, then the Company shall use its best efforts to ensure that
lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu
of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares
of stock, securities or assets as would have been issuable or payable with respect to or in
exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of this Warrant, had such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of the Holder to the
end that the provisions hereof (including, without limitation, provision for adjustment of the
Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in
relation to any share of stock, securities or assets thereafter deliverable upon the exercise
thereof. If despite the Company’s best efforts, the successor corporation (if other than the
Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity does not assume the obligation to
deliver to the Holder, at the last address of the Holder appearing on the books of the Company,
such shares of stock, securities or assets as, in accordance with the foregoing provisions, the
Holder may be entitled to purchase, and the other obligations under this Warrant, then, this
Warrant shall be cancelled and be of no further force or effect, and the Holder shall be entitled
to receive, upon such cancellation, a payment in cash and/or shares or other securities of any
surviving or successor entity or the purchasing entity or any parent thereof) as follows:



Payment = A x (B-C)



For purposes of the foregoing formula:



	 	 	 	 	 
	 

	 	A=
	 	the total number of Warrant Shares with respect to which this Warrant is then
exercisable.
	 
	 	 	 	 
	 

	 	B=
	 	the consideration to be received by the holders of Common Stock for each share
thereof (with any securities to be received to be such holders valued at fair
market value, as reasonably determined by the Board of Directors of the Company).
	 
	 	 	 	 
	 

	 	C=
	 	the Exercise Price then in effect for the applicable Warrant Shares.






 


 









 





If holders of Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the
form of payment to be received in connection with such Fundamental Transaction.



The provisions of this Section 3 shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which
transactions shall also constitute a Fundamental Transaction. Notwithstanding the foregoing, if
any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined
in Rule 13e-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), (b) an acquisition of
the Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not
traded on an Eligible Market, then the Company (or any such successor or surviving entity) will
redeem this Warrant from the Holder for a purchase price, payable in the consideration to be
received by the holders of Common Stock for each share thereof on the closing date of such
Fundamental Transaction, equal to the Black Scholes Value of the remaining unexercised portion of
this Warrant on the closing date of such Fundamental Transaction, provided that the per share
consideration to be received by the holders of Common Stock upon the consummation of such
Fundamental Transaction is less than the Exercise Price. “Black Scholes Value” means the value of
this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg valuing an American style option determined as of the day immediately following the
public announcement of the applicable Fundamental Transaction and reflecting (i) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
this Warrant as of such date and (ii) an expected volatility equal to the 100 — day volatility of
the Common Stock obtained from the HVT function on Bloomberg.



4. WARRANT HOLDER NOT DEEMED A STOCKHOLDER.



(a) Except as otherwise specifically provided herein, the Holder, solely in such Person’s
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 such Person’s capacity as the Holder
of this Warrant, any of the rights of a shareholder 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 such Person 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 shareholder of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company. Notwithstanding this Section 4, the Company shall provide the Holder
with copies of the same notices and other
information given to the shareholders of the Company generally, contemporaneously with the
giving thereof to the shareholders.


 


 









 





(b) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to holders of Common Stock (i) evidences of its indebtedness, (ii) any
security (other than a distribution of Common Stock covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in
each case, “Distributed Property”), then in each such case the Holder shall be entitled upon
exercise of this Warrant for the purchase of any or all of the Warrant Shares, to receive the
amount of Distributed Property which would have been payable to the Holder had such Holder been the
holder of such Warrant Shares on the record date for the determination of stockholders entitled to
such Distributed Property. The Company will at all times set aside in escrow and keep available for
distribution to such holder upon exercise of this Warrant a portion of the Distributed Property to
satisfy the distribution to which such Holder is entitled pursuant to the preceding sentence.



5. REISSUANCE OF WARRANTS.



(a) Transfer of Warrant. If this Warrant is to be transferred in accordance with the
provisions of Section 13 hereof, the Holder shall surrender this Warrant to the Company, together
with a written assignment of this Warrant duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer taxes payable upon the making of such transfer, if any,
whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant
(in accordance with Section 5(d)), registered as the Holder may request, 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 5(d)) to the Holder representing the right to purchase the balance of the
number of Warrant Shares not being transferred.



(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, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company reasonably satisfactory to the Company 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 5(d)) representing the right to purchase the Warrant Shares
then underlying this Warrant.



(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 5(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 in writing by the Holder at
the time of such surrender; provided, however, that 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 5(a) or Section 5(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.



6. NOTICES. Whenever notice is required or permitted to be given under this Warrant,
unless otherwise provided herein, such notice shall be given in accordance with Section 7.5 of the
Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of
all actions taken pursuant to this Warrant, including in reasonable detail a description of such
action and the reason therefor. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder (i) promptly upon any adjustment of the Exercise Price, setting
forth in reasonable detail, the calculation of such adjustment, (ii) upon the later of (A) the
date that information shall have been made known to the public relating to (x) or (y) below, as
applicable, and (B) fifteen (15) days prior to the date on which the Company closes its books or
takes a record (x) with respect to any dividend or distribution upon the shares of Common Stock, or
(y) for determining rights to vote with respect to any Fundamental Transaction, dissolution or
liquidation, in each case setting forth material information with respect thereto and (iii) upon
the later of the date that information shall have been made known to the public relating to a
Fundamental Transaction and fifteen (15) days prior to the proposed date of consummation of a
Fundamental Transaction setting forth material information with respect to such Fundamental
Transaction (each a “Notice”).



7. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this
Warrant may be amended and 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 has obtained the written consent
of the Required Holders; provided that no such action may (i) increase the exercise price of any
Call Warrant or (ii) decrease the number of shares or class of stock obtainable upon exercise of
any Call Warrant.



8. 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.



9. 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. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and all the Investors 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.



11. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within five (5) Business Days of
receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If
the Holder and the Company are unable to agree upon such determination or calculation of the
Exercise Price or the Warrant Shares within three (3) Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2)
Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an
independent, reputable investment bank selected by the Company and approved by the Holder or (b)
the disputed arithmetic calculation of the Warrant Shares to an independent accounting firm,
selected by the Company from one of the four prominent, nationally recognized accounting firms.
The Company and the Holder shall cause at their mutual expense the investment bank or the
accountant, as the case may be, to perform the determinations or calculations and notify the
Company and the Holder of the results no later than ten (10) Business Days from the time it
receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.



12. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies
provided in this Warrant shall be cumulative and in addition to all other remedies available under
this Warrant and the other Transaction Documents, at law or in equity (including a decree of
specific performance and/or other injunctive relief), and nothing herein shall limit the right of
the Holder to pursue actual damages for any failure by the Company to comply with the terms of this
Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder
of this Warrant shall be entitled, in addition to seek all other available remedies, an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or
other security being required.



13. TRANSFER. Subject to applicable law, this Warrant may be offered for sale, sold,
transferred or assigned without the consent of the Company, except as may otherwise be required by
Section 4.1(a) of the Securities Purchase Agreement.


 


 









 





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



(a) “Bloomberg” means Bloomberg Financial Markets.



(b) “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.



(c) “Closing Price” means, for any date, the closing price per share of the Common Stock for
such date (or the nearest preceding date) on the Principal Market or exchange or quotation system
on which the Common Stock is then listed or quoted.



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



(e) “Common Stock Deemed Outstanding” means, at any given time, the number of shares of Common
Stock actually outstanding at such time, but excluding any shares of Common Stock owned or held by
or for the account of the Company.



(f) “Convertible Securities” means any stock or securities (other than Options) directly or
indirectly convertible into or exercisable or exchangeable for shares of Common Stock.



(g) “Dollar”, “US Dollar” and “$” each mean the lawful money of the United States.



(h) “Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., the
American Stock Exchange, The NASDAQ Capital Market or The NASDAQ Global Select Market.



(i) “Expiration Date” means the date eighty four (84) months from the date of that this
Warrant becomes exercisable in accordance with Section 1(a) hereof, 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.



(j) “Fundamental Transaction” means that the Company shall, directly or indirectly, in one or
more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Person or Persons, if the holders of the Voting Stock (not including
any shares of Voting Stock held by the Person or Persons making or party to, or associated or
affiliated with the Persons making or party to, such consolidation or merger) immediately prior to
such consolidation or merger shall hold or have the right to direct the voting of less than 50% of
the Voting Stock or such voting securities of such other surviving Person immediately following
such transaction, or (ii) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company to another Person, or (iii) allow
another Person to make a purchase, tender or exchange offer that is accepted by the holders of more
than the 50% of the



 


 









 






outstanding shares of Voting Stock (not including any shares of Voting Stock held by the Person or Persons making or party to, or associated or
affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv)
consummate a stock purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than the 50% of the outstanding shares of Voting Stock (not
including any shares of Voting Stock held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common
Stock, or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power
represented by issued and outstanding Common Stock.



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



(l) “Principal Market” means The NASDAQ Global Market.



(m) “Required Holders” means the holders of the Call Warrants representing at least a majority
of shares of Common Stock underlying the Call Warrants then outstanding.



(n) “Trading Day” means 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 p.m., New York time).



(o) “Voting Stock” of a Person means capital stock of such Person of the class or classes
pursuant to which the holders thereof have the general voting power to elect, or the general power
to appoint, at least a majority of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time capital stock of any other class or classes shall have
or might have voting power by reason of the happening of any contingency).



[Signature Page Follows]



 


 









 





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.



	 	 	 	 	 	 	 	 	 
	 	 	MAKO SURGICAL CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 







 


 









 




EXHIBIT A




EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS




WARRANT TO PURCHASE COMMON STOCK




MAKO SURGICAL CORP.




The undersigned holder hereby exercises the right to purchase
_____
of the shares
of Common Stock (“Warrant Shares”) of MAKO Surgical Corp., a corporation organized under the laws
of Delaware (the “Company”), evidenced by the attached 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.



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 the holder
_____
Warrant
Shares in accordance with the terms of the Warrant.



Date:                                          __,                     




	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Name of Registered Holder	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 





 


 









 





ACKNOWLEDGMENT




The Company hereby acknowledges this Exercise Notice and hereby directs BNY Mellon Shareowner
Services to issue the above indicated number of shares of Common Stock in accordance with the
Transfer Agent Instructions dated October
_____, 2008 from the Company and acknowledged and agreed to
by BNY Mellon Shareowner Services.



	 	 	 	 	 	 	 
	 	 	MAKO SURGICAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title: