THIRD AMENDED AND RESTATED
MAKO SURGICAL CORP.
1.1. Registered Office
The registered office of the Corporation shall be in Wilmington, Delaware, and the registered agent in
charge thereof shall be Corporation Service Company.
1.2. Other Offices
The Corporation may also have offices at such other places, both within and without the State of
Delaware, as the Board of Directors may from time to time determine or as may be necessary or useful in
connection with the business of the Corporation.
2. MEETINGS OF STOCKHOLDERS
2.1. Place of Meetings
All meetings of the stockholders shall be held at such place (if any) within or without the State of
Delaware as may be fixed from time to time by the Board of Directors, the Chairperson or the President and stated
in the notice of the meeting. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be held by means of remote
2.2. Annual Meetings
If required by applicable law, the Corporation shall hold annual meetings of stockholders, on such date
and at such time as shall be designated from time to time by the Board of Directors, the Chairperson or the
President, at which stockholders shall elect a Board of Directors and transact such other business as may properly
be brought before the meeting.
2.3. Special Meetings
Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called only by the Board of Directors pursuant to a resolution adopted by the Board of Directors.
2.4. Notice of Meetings
Notice of any meeting of stockholders, stating the place, if any, date and hour of the meeting, the means of
remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person
and vote at such meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is ca