Filed by Bowne Pure Compliance





Exhibit 4.7




VOTING AGREEMENT




THIS VOTING AGREEMENT is made as of October
 _____, 2008 (the “Agreement”), by and among
MAKO Surgical Corp., a Delaware corporation (the “Company”),
 _____ 
(the
“Stockholder”) and the investors listed on the signature pages hereto (the “Call
Investors”).



W I T N E S S E T H




WHEREAS, contemporaneously with the execution and delivery of this Agreement, the Company is
entering into a Securities Purchase Agreement, dated as of the date hereof (as such agreement may
hereafter be amended from time to time, the “Securities Purchase Agreement”), with the Call
Investors and certain other purchasers of the Company’s securities that provides for, upon the
terms and subject to the conditions set forth therein, the sale of shares of the Company’s common
stock, par value $.001 per share (the “Common Stock”), and warrants to acquire additional
shares of Common Stock at an initial closing and the subsequent sale of additional shares of Common
Stock and warrants to acquire additional shares of Common Stock following the Company’s exercise of
the Call Right (as defined in the Securities Purchase Agreement); and



WHEREAS, capitalized terms used herein have the respective meanings ascribed thereto in the
Securities Purchase Agreement unless otherwise defined herein; and



WHEREAS, pursuant to the Securities Purchase Agreement, the Company has agreed to call a
meeting of its stockholders for the purpose of seeking approval of the Company’s stockholders for
the issuance of the Call Shares, the Second Closing Warrants, the Call Exercise Warrants and the
Warrant Shares underlying the Second Closing Warrants and the Call Exercise Warrants in accordance
with the terms of the Securities Purchase Agreement (the “Proposal”);



WHEREAS, as of the date hereof, the Stockholder beneficially owns the number of shares of
Common Stock set forth opposite the Stockholder’s name on Schedule I hereto (all such
shares so owned and which may hereafter be acquired by such Stockholder prior to the termination of
this Agreement, whether upon the exercise of options, conversion of convertible securities,
exercise of warrants or by means of purchase, dividend, distribution or otherwise, being referred
to herein as the Stockholder’s “Shares”);



WHEREAS, as a condition to the Call Investors’ willingness to enter into the Securities
Purchase Agreement, the Call Investors have required the Stockholder to enter into this Agreement;
and



WHEREAS, in order to induce the Call Investors to enter into the Securities Purchase
Agreement, the Stockholder is willing to enter into this Agreement.



NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
herein contained, and intending to be legally bound hereby, the Company and the Stockholder hereby
agree as follows:


 


 









 





ARTICLE I.




TRANSFER AND VOTING OF SHARES; AND

OTHER COVENANTS OF THE STOCKHOLDER




SECTION 1.1. Voting of Shares. From the date hereof until termination of this
Agreement pursuant to Section 3.2 hereof (the “Term”), at any meeting of the stockholders
of the Company, however called and at any adjournment or postponement thereof, and in any action by
consent of the stockholders of the Company, the Stockholder shall (A) appear at such meeting or
otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum
and (B) vote (or cause to be voted) its Shares in favor of the Proposal and such other matters as
may be necessary or advisable to consummate the transactions contemplated by the Securities
Purchase Agreement.



SECTION 1.2. No Inconsistent Arrangements. Except as contemplated by this Agreement,
during the Term, the Stockholder will not (a) directly or indirectly, sell, transfer, assign,
pledge, hypothecate, tender, encumber or otherwise dispose of in any manner any of the Shares, or
consent or agree to do any of the foregoing, (b) directly or indirectly, limit its right to vote in
any manner any of the Shares (other than as set forth in this Agreement), including without
limitation by the grant of any proxy, power of attorney or other authorization in or with respect
to the Shares, by depositing the Shares into a voting trust, or by entering into a voting
agreement, or consent or agree to do any of the foregoing or (c) take any action which would have
the effect of preventing or disabling the Stockholder from performing its obligations under this
Agreement. Notwithstanding the foregoing, the Stockholder may transfer any or all of the Shares as
follows: (i) in the case of a Stockholder that is an entity, to any subsidiary, partner or member
of such Stockholder, and (ii) in the case of a Stockholder that is an individual, to the
Stockholder’s spouse, ancestors, descendants or any trust for any of their benefits or to a
charitable trust; provided, however, that in any such case, prior to and as a
condition to the effectiveness of such transfer, (x) each person or entity to which any of such
Shares or any interest in any of such Shares is or may be transferred has executed and delivered to
the Company and the Call Investors a counterpart to this Agreement, which counterpart shall by such
transferee’s execution thereof represent such transferee’s agreement to be bound by all of the
terms and provisions of this Agreement, and (y) this Agreement becomes the legal, valid and binding
agreement of such person, enforceable against such person in accordance with its terms, subject to
the qualification, however, that enforcement of the rights and remedies created by this Agreement
is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general application related to or affecting creditors’ rights and to general equity
principles. For purposes of this Section 1.2, the term “sell” or “transfer” or any derivatives
thereof shall include, but not be limited to, (A) a sale, transfer or disposition of record or
beneficial ownership, or both and (B) a short sale with respect to Common Stock or substantially
identical property, entering into or acquiring an offsetting derivative contract with respect to
Common Stock or substantially identical property, entering into or acquiring a futures or forward
contract to deliver Common Stock or substantially identical property or entering into any
transaction that has the same effect as any of the foregoing.


 


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SECTION 1.3. Proxy; Reliance. The Stockholder hereby revokes any and all prior
proxies or powers of attorney in respect of any of the Stockholder’s Shares and constitutes
and appoints Dr. Maurice R. Ferre, in his capacity as Chief Executive Officer of the Company,
and any individual who shall hereafter succeed Dr. Ferre to such office of the Company, with full
power of substitution and resubstitution, at any time during the Term, as its true and lawful
attorney and proxy (its “Proxy”), for and in its name, place and stead, to vote each of
such Shares as its Proxy in favor of the matters set forth in Section 1.1, at every annual,
special, adjourned or postponed meeting of the stockholders of the Company, including the right to
sign its name (as stockholder) to any consent, certificate or other document relating to the
Company that the Delaware General Corporation Law may permit or require as provided in Section 1.1.



THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST
THROUGHOUT THE TERM.



SECTION 1.4. Stop Transfer. The Company shall issue stop-transfer instructions to the
transfer agent for the Common Stock instructing the transfer agent not to register any transfer of
Shares during the Term except in compliance with the terms of this Agreement.



SECTION 1.5. Additional Shares. The Stockholder hereby agrees, while this Agreement
is in effect, to promptly notify the Company of the number of any new Shares acquired (whether upon
the exercise of options, conversion of convertible securities, exercise of warrants or by means of
purchase, dividend, distribution or otherwise) by such Stockholder, if any, after the date hereof.



SECTION 1.6. Disclosure. The Stockholder hereby authorizes the Company to publish and
disclose in any announcement or disclosure required by the SEC (including in any proxy statement
filed with the SEC in connection with any meeting at which the Proposal is to be considered and all
documents and schedules filed with the SEC in connection with the foregoing), its identity and
ownership of the Shares and the nature of its commitments, arrangements and understandings under
this Agreement.



ARTICLE II.




REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER




The Stockholder hereby represents and warrants to the Company and the Call Investors as of the
date hereof and as of the date of any stockholder meeting at which the Proposal is considered as
follows:



SECTION 2.1. Due Authorization, etc. The Stockholder has all requisite power and
authority to execute, deliver and perform this Agreement, to appoint the Proxy and to consummate
the transactions contemplated hereby, all of which have been duly authorized by all action
necessary on the part of the Stockholder. The execution, delivery and performance of this
Agreement, the appointment of the Proxy and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of Stockholder. This
Agreement has been duly executed and delivered by or on behalf of the Stockholder and constitutes a
legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in
accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws and except that the availability of
equitable remedies, including specific performance, is subject to the discretion of the court
before which any proceeding for such remedy may be brought.


 


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SECTION 2.2. No Violation. Neither the execution and delivery of this Agreement nor
the performance of this Agreement by the Stockholder will (a) require the Stockholder to file or
register with, or obtain any material permit, authorization, consent or approval of, any
governmental agency, authority, administrative or regulatory body, court or other tribunal, foreign
or domestic, or any other entity, or (b) violate, or cause a breach of or default under, or
conflict with any contract, agreement or understanding, any statute or law, or any judgment,
decree, order, regulation or rule of any governmental agency, authority, administrative or
regulatory body, court or other tribunal, foreign or domestic, or any other entity or any
arbitration award binding upon the Stockholder, except for such violations, breaches, defaults or
conflicts which are not, individually or in the aggregate, reasonably likely to have an adverse
effect on the Stockholder’s ability to satisfy its obligations under this Agreement. No
proceedings are pending which, if adversely determined, will have an adverse effect on the
Stockholder’s ability to vote any of the Shares.



SECTION 2.3. Ownership of Shares. The Stockholder has good and marketable title to,
and is the sole legal and beneficial owner of the Shares set forth opposite its name on
Schedule I hereto, in each case free and clear of all liabilities, claims, liens, options,
security interests, proxies, voting trusts, voting agreements, charges, participations and
encumbrances of any kind or character whatsoever, except as may be imposed by federal, state or
foreign securities laws. The Stockholder has not previously assigned or sold any of the Shares to
any third party. On the date hereof, such Shares constitute all of the Shares owned of record or
beneficially by such Stockholder. The Stockholder has sole voting power and sole power of
disposition with respect to the Shares with no restrictions on its voting rights or rights of
disposition pertaining thereto.



ARTICLE III.




MISCELLANEOUS




SECTION 3.1. Definitions. Terms used but not otherwise defined in this Agreement have
the meanings ascribed to such terms in the Securities Purchase Agreement.



SECTION 3.2. Termination. This Agreement shall terminate and be of no further force
and effect upon the earlier of (i) the date that the parties hereto have consented to the
termination of this Agreement and (ii) immediately following a meeting of the Company’s
stockholders at which the Proposal is voted upon by the Company’s stockholders, which meeting is
duly called and held for such purpose and at which a quorum was present and acting throughout. No
such termination of this Agreement shall relieve any party hereto from any liability for any breach
of this Agreement prior to termination.



SECTION 3.3. Further Assurances. From time to time at the request of the holders of
more than 50% of all of the Common Shares held by the Call Investors (the “Majority Call
Investors”) and without further consideration, the Stockholder will execute and deliver to the
Company and the Call Investors such documents and take such action as the Majority Call Investors
may reasonably deem to be necessary or desirable to carry out the provisions hereof.


 


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SECTION 3.4. No Waiver. The failure of any party hereto to exercise any right, power
or remedy provided under this agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other party hereto with its obligations hereunder, or
any custom or practice of the parties at variance with the terms hereof shall not constitute a
waiver by such party of its right to exercise any such or other right, power or remedy or to demand
such compliance.



SECTION 3.5. Specific Performance. The Stockholder acknowledges that the Company and
the Call Investors will be irreparably harmed and that there will be no adequate remedy at law for
a violation of any of the covenants or agreements of the Stockholder that are contained in this
Agreement. It is accordingly agreed that, in addition to any other remedies which may be available
to the Company or the Call Investors upon the breach by the Stockholder of such covenants and
agreements, the Company and the Call Investors will have the right without the posting of a bond to
obtain injunctive relief to restrain any breach or threatened breach of such covenants or
agreements or otherwise to obtain specific performance of any of such covenants or agreements.
Accordingly, should the Company or any Call Investor institute an action or proceeding seeking
specific enforcement of the provisions hereof, the Stockholder hereby waives the claim or defense
that the Company or such Call Investor has an adequate remedy at law and hereby agrees not to
assert in any such action or proceeding the claim or defense that such a remedy at law exists.



SECTION 3.6. Notice. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or communication is
delivered via facsimile or email at the facsimile number or email address specified in this Section
3.6 prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the
date of transmission, if such notice or communication is delivered via facsimile or email at the
facsimile number or email address specified in this Section 3.6 on a day that is not a Trading Day
or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the
date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. All communications hereunder will be
delivered to the respective parties at the following addresses (or at such other address for a
party as is specified by like notice, provided that notices of a change of address will be
effective only upon receipt thereof):




	 	(a)	 	If to the Company:

	 
	 	 	 	MAKO Surgical Corp.

2555 Davie Road

Fort Lauderdale, FL 33117

Attention:

Facsimile:

Email:

	 
	 	 	 	With a copy to:

	 
	 	 	 	Foley & Lardner LLP

	 
	 	 	 	777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Jay O. Rothman, Esq.

Facsimile: (414) 297-4900

Email: jrothman@foley.com





 


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(b) If to the Stockholder, at the address set forth below the Stockholder’s name on
Schedule I hereto.



(c) If to a Call Investor, at the address set forth below such Call Investor’s name on the
signature pages to the Securities Purchase Agreement.



SECTION 3.7. Capacity. Notwithstanding anything in this Agreement to the contrary,
the Stockholder makes no agreement or understanding herein in any capacity other than in the
Stockholder’s capacity as a record holder and beneficial owner of Shares.



SECTION 3.8. Expenses. Each of the parties hereto will pay its own expenses incurred
in connection with this Agreement.



SECTION 3.9. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.



SECTION 3.10. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible
in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the
maximum extent possible.



SECTION 3.11. Entire Agreement. This Agreement constitutes the entire agreement and
supersedes any and all other prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.



SECTION 3.12. Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by operation of law or
otherwise.


 


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SECTION 3.13. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This
Agreement will be governed by and construed and enforced in accordance with the laws of the State
of New York, without regard to its principles of conflicts of laws. Each of the parties hereto
irrevocably submits to the non-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 of New
York 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.



SECTION 3.14. Amendment. This Agreement may not be amended except by an instrument in
writing signed on behalf of the Company, the Stockholder and the Majority Call Investors.



SECTION 3.15. Remedies Not Exclusive. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity will be cumulative and
not alternative, and the exercise of any thereof by any party will not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.



SECTION 3.16. Counterparts. This Agreement may be executed (including by facsimile
transmission) in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	MAKO SURGICAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF STOCKHOLDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

[Name:]
	 	 
	 

	 	 	 	[Title:]	 	 





 


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	MONTREUX IV ASSOCIATES, L.L.C.	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Daniel K. Turner III	 	 
	Managing Member	 	 
	 
	 	 	 	 
	MONTREUX EQUITY PARTNERS IV, L.P	 	 
	 
	 	 	 	 
	BY:

	 	Montreux Equity Management IV, LLC,	 	 
	 

	 	its General Partner	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	John Savarese, M.D.	 	 
	Managing Member	 	 
	 
	 	 	 	 
	ALTA PARTNERS VIII, LP	 	 
	 
	 	 	 	 
	By:

	 	Alta Partners Management VIII, LLC	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Managing Director	 	 
	 
	 	 	 	 
	SKYLINE VENTURE PARTNERS V, L.P	 	 
	 
	 	 	 	 
	BY:

	 	Skyline Venture Management V, LLC,	 	 
	 	   its General Partner	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	John Freund	 	 
	Executive Managing Director	 	 





 


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Schedule I




	 	 	 
	 	 	Number of Shares
	Name of Stockholder	 	Beneficially Owned
	 
	 	 






	 	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Telephone No.:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Facsimile No.:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Email Address:
	 	 	 	 
	 

	 	 

	 	 







 


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