Filed by Bowne Pure Compliance





Exhibit 4.6




EXECUTION COPY




AMENDMENT NO. 1 TO




SECOND AMENDED AND RESTATED




REGISTRATION RIGHTS AGREEMENT




THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the
“Amendment”) is made as of the 28th day of October, 2008 by and among MAKO
Surgical Corp., a Delaware corporation (the “Company”) and the investors of the Company
that have signed signature pages hereto (the “Investors”), being the requisite percentage
of the Series A Investors, Series B Investors and Series C Investors. Capitalized terms used
herein but not otherwise defined shall have the meaning ascribed to them in the Registration Rights
Agreement (as defined below).



WHEREAS, the Company and the Investors (as well as other investors in the Company who are not
signatories of this Amendment) are parties to that certain Second Amended and Restated Registration
Rights Agreement dated February 6, 2007 (the “Registration Rights Agreement”), pursuant to
which the Investors have certain rights with respect to the registration of Company securities;



WHEREAS, pursuant to the Registration Rights Agreement, the Company may not grant registration
rights except with the consent of the Investors, and the Company now desires to undertake a private
placement of the Company’s securities (the “Offering”) which includes a grant of
registration rights to the prospective purchasers of Company securities in the Offering; and



WHEREAS, the Company and the Investors desire that the Company complete the Offering and the
Registration Rights Agreement be amended to permit the Company to grant certain registration rights
in relation to the Offering;



NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:




	1.	 	Section 1.1.3 (Reduction) of the Registration Rights Agreement is hereby amended by adding
the following at the end of the section:






“If any securities issued pursuant to the 2008 SPA (as hereinafter defined) and any
Registrable Securities (together, the “Combined Registrable Securities”) are
included in any single registration statement, whether filed pursuant to this
Section 1.1, the 2008 SPA or otherwise, and the aggregate number of the Combined
Registrable Securities that are sought to be registered thereon must be reduced in
order that such registration not be deemed a primary offering of securities by the
Company, then the Company shall reduce the number of Combined Registrable Securities
included in such registration statement in accordance with Section 6.1(g) of the
2008 SPA.”




	2.	 	The Registration Rights Agreement is further amended by modifying Section 1.2.2 (Reduction)
by adding the following at the end of the section:





 


 









 





“If pursuant to Section 1.2.1 any Registrable Securities are included in a
registration statement required to be filed under the 2008 SPA and the Combined
Registrable Securities must be reduced in order that such registration not be deemed
a primary offering of securities by the Company, then the Company shall reduce the
number of Combined Registrable Securities included in such registration statement in
accordance with Section 6.1(g) of the 2008 SPA.”




	3.	 	The Registration Rights Agreement is further amended hereby by deleting, in the first
sentence of Section 1.5, the words “provided, further, that such thirty (30)-day
periods shall be separated by at least seven (7) calendar days.”

	 
	4.	 	The Registration Rights Agreement is further amended by deleting the first clause of the
first sentence of Section 1.7 (Grant and Transfer of Registration Rights) which states:






“Except for the registration rights granted by the Company after the date hereof (a)
pursuant to any registration(s) effected on Form S-4 under the Act (or any successor
form) with respect to Equity Securities issued or issuable in connection with any
Board-approved business combination transaction(s), or (b) which are otherwise
subordinate in all respects to the rights of the Investors hereunder,”




	 	 	and replacing it with the following:






“Except for registration rights granted by the Company after the date hereof (a)
pursuant to the terms of that certain Securities Purchase Agreement, dated on or
about October 28, 2008 by and between the Company and the purchasers named therein
(as amended, restated or otherwise modified from time to time, the “2008
SPA”), (b) pursuant to any registration(s) effected on Form S-4 under the Act
(or any successor form) with respect to Equity Securities issued or issuable in
connection with any Board-approved business combination transaction(s), or (c) which
are otherwise subordinate in all respects to the rights of the Investors hereunder,”




	5.	 	The Registration Rights Agreement is further amended by modifying the definition of
Registrable Securities contained in Article II thereof by deleting clause (y) of the
definition and replacing it with the following:






"(y) as to each Investor, such Investor’s shares of Common Stock and other Equity
Securities as herein described shall cease to be Registrable Securities at such time
as all of the same are eligible for sale in accordance with Rule 144(b)(1), or any
successor or substantially similar provision, promulgated under the Act.”




	6.	 	Other than the foregoing amendments, the Registration Rights Agreement is hereby ratified and
confirmed in all respects.

	 
	7.	 	This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same instrument.






 


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[Signature Page to Amendment No. 1 to Second Amended and

Restated Registration Rights Agreement]




IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Second Amended and
Restated Registration Rights Agreement as of the date first written above.



	 	 	 	 	 
	 	MAKO SURGICAL CORP.

 	 
	 	By:  	/s/ Maurice R. Ferré
 	 
	 	 	
Address:      2555 Davie Road 	 
	 	 	Fort Lauderdale, FL 33317 	 
	 



[Investors Signatures on Following Pages]




 


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[Signature Page to Amendment No. 1 to Second Amended and

Restated Registration Rights Agreement]




	 	 	 	 	 
	 	INVESTORS:


MK INVESTMENT COMPANY

 	 
	 	By:  	/s/ Diego Muñoz
 	 
	 	 	Name:  	Diego Muñoz 	 
	 	 	Title:  	Director

Address: Zonamerica de Montevideo, Ruta 8

KM 17.5, Building M1/C1,

Montevideo - Uruguay 	 
	 
	 	ZIEGLER MEDITECH EQUITY PARTNERS LP

 	 
	 	By:  	/s/ Donald J. Grande
 	 
	 	 	Name:  	Donald J. Grande 	 
	 	 	Title:  	Chief Administrative Officer

Address: 250 E. Wisconsin Avenue

Milwaukee, WI 53202 	 
	 
	 	MEDITECH ADVISORS LLC

 	 
	 	By:  	/s/ Eitan Machover
 	 
	 	 	Name:  	Eitan Machover 	 
	 	 	Title:  	Partner

Address:  250 East Wisconsin Avenue

Milwaukee, WI 53202 	 
	 
	 	APERTURE CAPITAL II, L.P.

 	 
	 	By:  	/s/ Eric Sillman
 	 
	 	 	Name:  	Eric Sillman 	 
	 	 	Title:  	Member of its GP

Address:  645 Madison Avenue

20th Floor, New York, New York 10022 	 
	 



 


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[Signature Page to Amendment No. 1 to Second Amended and

Restated Registration Rights Agreement]




	 	 	 	 	 
	 	LUMIRA CAPITAL I LIMITED PARTNERSHIP

 	 
	 	By:  	/s/ Graysanne Bedell  	 

	 	  	/s/ Stephen Cummings

 	 
	 	 	Name:  	Graysanne Bedell
Stephen Cummings 	 
	 	 	Title:  	VP and Secretary
Chief Financial Officer of its GP

Address: 20 Bay Street, 11th Floor

Toronto, Ontario M5J 2N8 	 
	 
	 	LUMIRA CAPITAL I QUEBEC LIMITED PARTNERSHIP

 	 
	 	By:  	/s/ Graysanne Bedell
 	 
	 	  	/s/ Stephen Cummings
 	 
	 	 	Name:  	Graysanne Bedell
Stephen Cummings 	 
	 	 	Title:  	VP and Secretary
Chief Financial Officer of its GP

Address: 1550 Metcalfe Street, Suite 502

Montreal, Quebec H3A 1X6 	 
	 
	 	MLII CO-INVESTMENT FUND NC LIMITED PARTNERSHIP

 	 
	 	By:  	/s/ Graysanne Bedell
 	 
	 	  	/s/ Stephen Cummings
 	 
	 	 	Name:  	Graysanne Bedell
Stephen Cummings 	 
	 	 	Title:  	VP and Secretary
Chief Financial Officer of its GP

Address: 20 Bay Street, 11th Floor

Toronto, Ontario M5J 2N8 	 
	 
	 	MMF HOLDINGS LLC

 	 
	 	By:  	/s/ Maurice R. Ferré
 	 
	 	 	Name:  	Maurice R. Ferré, M.D. 	 
	 	 	Title:  	

Address: 3900 Poinciana Avenue

Miami, FL 33133 	 
	 



 


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[Signature Page to Amendment No. 1 to Second Amended and

Restated Registration Rights Agreement]




	 	 	 	 	 
	 	 	 
	 	                                      /s/ Maurice R. Ferré
 	 
	 	MAURICE R. FERRÉ, M.D. 	 
	 	Address: 2555 Davie Road

Fort Lauderdale, FL 33317 	 
	 
	 	 	 
	 	                                      /s/ Frederic H. Moll
 	 
	 	FREDERIC H. MOLL, M.D. 	 
	 	Address: c/o Hansen Medical, Inc.

800 E. Middlefield Rd.

Mountainview, CA 94043 	 
	 
	 	 	 
	 	                                      /s/ Christopher C. Dewey
 	 
	 	CHRISTOPHER C. DEWEY 	 
	 	Address: Box 23

173 Lamington Rd., Oldwick, NJ 08858 	 
	 




 


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