INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”) and Paul Riss (the “Indemnitee”).
POSTING AGREEMENTPosting Agreement • October 14th, 2020 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • California
Monogram Orthopaedics, Inc., a Delaware Corporation located at 3913 Todd Lane, Suite 307, Austin, Texas 78744 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Series B Preferred Stock par value $0.001 per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC (“StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • March 13th, 2019 • Monogram Orthopaedics Inc • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), , a (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 10th, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCAgreement • March 13th, 2019 • Monogram Orthopaedics Inc • New York
COMMON STOCK PURCHASE WARRANT MONOGRAM ORTHOPAEDICS, INC.Monogram Orthopaedics Inc • July 27th, 2023 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, StartEngine Primary, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of the 5 year anniversary of the Initial Exercise Date and [DATE FIVE YEARS AFTER DATE OF QUALIFIED OFFERING] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”); provided. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE AGREEMENT Dated as of July 19, 2023 by and between MONOGRAM ORTHOPAEDICS INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of July 19, 2023 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Monogram Orthopaedics Inc., a Delaware corporation (the “Company”).
ESCROW AGREEMENTEscrow Agreement • November 29th, 2022 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of this 28th day of November 2022 by and among Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”), having an address at 3913 Todd Lane Suite 307 Austin, TX 78744; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”). The Company and the Placement Agent, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”
Monogram Orthopaedics Inc. Maximum: 4,137,931 Shares of Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 23rd, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 4,137,931 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company to investors (collectively, the “Investors”) in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2023, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Monogram Orthopaedics Inc., a Delaware corporation (the “Company”).
INVESTORS’ RIGHTS AGREEMENTJoinder Agreement • July 10th, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of May [_], 2019, by and among Monogram Orthopaedics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.” For the avoidance of doubt, each person that is a party to the Subscription Agreement (as defined below) as an “Investor” thereunder is hereby deemed automatically, and without any further action, to have joined this Agreement and become a party hereof as an “Investor” pursuant to Section 2 of the Subscription Agreement, notwithstanding any failure by such Person have executed or delivered this Agreement to any other party hereof.
ESCROW AGREEMENTEscrow Agreement • January 20th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
This ESCROW AGREEMENT (this “Agreement”) dated as of the Effective Date (as defined below) by and among Monogram Orthopaedics Inc., (the “Issuer”), having an address found in Section 3.3; OpenDeal Broker LLC, a New York limited liability company (“Intermediary”), and BankProv (the “Escrow Agent”), with its principal corporate office at 5 Market Street, Amesbury, MA 01913. The Issuer, the Intermediary, and the Escrow Agent are collectively referred to as “Parties” and individually, a “Party.”
SELLING AGENCY AGREEMENT (ENGAGEMENT)Selling Agency Agreement • February 23rd, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This engagement letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein, with regard to those specific sections that are agreed to be binding, this engagement letter is not intended to be a binding legal document.
MONOGRAM ORTHOPAEDICS INC. FOUNDER STOCK RESTRICTION AGREEMENTFounder Stock Restriction Agreement • May 31st, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • Delaware
Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), and Douglas B. Unis (the “Founder”) hereby agree as follows in connection with the issuance of shares of Common Stock, par value $0.001 per share, of the Company pursuant to Section 2 below (the “Shares”). The terms and conditions attached hereto are incorporated herein and made a part hereof.
TRI-PARTY ESCROW AGREEMENTTri-Party Escrow Agreement • December 27th, 2022 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of December 23, 2022, by and among Monogram Orthopaedics, Inc, a Delaware Corporation (the “Company”), DealMaker Securities LLC, a Florida limited liability company (the “Managing Broker-Dealer”), and Digital Offering, LLC, a Delaware limited liability company (the “Senior Managing Broker-Dealer”) and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
OPTION AGREEMENTOption Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This option agreement (“Agreement”) is made by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation with a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”), and Monogram Orthopedics Inc., a Delaware corporation, with a principal place of business at New Lab, Studio 105, 19 Morris Avenue, Brooklyn, NY 11205 (referred to herein as “Company”). This Agreement is effective as of March 18, 2019 (the “Effective Date”).
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • Delaware
THIS STOCK ISSUANCE AGREEMENT (the “Agreement”) is made effective as of September 10, 2020, by and among Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), and the Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation
Agreement to Modify Convertible Promissory NoteAgreement to Modify Convertible Promissory Note • July 10th, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • California
This Agreement to Modify Convertible Promissory Note (this “Agreement”), dated December 20, 2018 (the “Effective Date”), is entered into by and between Pro-Dex, Inc., a Colorado corporation (“Pro-Dex”), and Monogram Orthopaedics Inc., a Delaware corporation (“Monogram,” and together with Pro-Dex, the “Parties”).
SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopaedics, Inc.Subscription Agreement • January 20th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Monogram Orthopaedics, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.25 per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated January [ ], 2023 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
Development and Supply AgreementDevelopment and Supply Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • California
This Development and Supply Agreement (this “Agreement”) entered into by and between Pro-Dex, Inc., a Colorado corporation (“Pro-Dex”), and Monogram Orthopaedics Inc., a Delaware corporation (“Monogram,” and together with Pro-Dex, the “Parties”), shall be effective if and when, and only if and when, the Effectiveness Conditions (as defined in Section 14 below) have been satisfied.
Note: This is an amendment to the April 29, 2018 agreement later updated on October 17, 2018 herein attached as Exhibit A. Mr. Benjamin Sexson 22655 Napoli Laguna Hills, CA 92653 Dear Ben:Please Confirm Your Agreement • July 10th, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
Per our email exchange dated April 29, 2019, subject: shares, and herein attached as Exhibit B, it is mutually agreed that Section 4 “Equity Grant” of my employment contract dated April 29, 2018 and later amended on October 17, 2018 shall be amended to the below:
MONOGRAM ORTHOPAEDICS INC. SCIENTIFIC ADVISOR CONSULTING AGREEMENTAdvisor Consulting Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • California
This Scientific Advisor Consulting Agreement (“Agreement”) is entered into as of 4/5/2021 by and between Monogram Orthopaedics Inc., a Delaware corporation (the “Company”), and Douglas Unis, MD (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2019 • Monogram Orthopaedics Inc • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 20th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 15th, 2024 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of May 14, 2024, by and between Monogram Orthopaedics Inc., a Delaware corporation (the “Parent Corporation”), and Monogram Technologies Inc., a Delaware corporation (the “Subsidiary Corporation”). The Parent Corporation and the Subsidiary Corporation are collectively referred to as the “Constituent Corporations.”
Amendment No. 2 to the EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai and COMPANYExclusive License Agreement • July 10th, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This Amendment No.2 (the “Amendment”), effective as of June 28th, 2019, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Monogram Orthopedics, Inc a Delaware corporation with a principal place of business at 53 Bridge Street, Brooklyn, NY 11201 (“Company”).
Note: This is an amendment to the April 29, 2018 agreement later updated on October 17, 2018 herein attached as Exhibit A. Mr. Benjamin Sexson 22655 Napoli Laguna Hills, CA 92653 Dear Ben:Note • May 31st, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
Per our email exchange dated April 29, 2019, subject: shares, and herein attached as Exhibit B, it is mutually agreed that Section 4 “Equity Grant” of my employment contract dated April 29, 2018 and later amended on October 17, 2018 shall be amended to the below:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SUPPLY AGREEMENTSupply Agreement • October 6th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • California
This Supply Agreement (this “Agreement”), dated as of October 3, 2023 (the “Effective Date”), is entered into by and between Pro-Dex, Inc., a Colorado corporation having an address at 2361 McGaw Avenue, Irvine, CA 92614 (“Seller”), and Monogram Orthopaedics Inc., a Delaware corporation having an address at 3913 Todd Lane, Suite 307, Austin, TX 78744 (“Buyer”, and together with Seller, the “Parties”, and each, a “Party”).
EXCLUSIVE LICENSE AGREEMENT between Monogram Orthopedics and Icahn School of Medicine at Mount Sinai EXECUTION COPY The submission of this draft for review or negotiation, or the negotiation of the transaction described herein, does not constitute an...Exclusive License Agreement • May 31st, 2019 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
This Exclusive License Agreement (this “Agreement”) is by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, with a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”, also referred to herein as “Licensor”) and Monogram Orthopedics, a Delaware corporation, with a principal place of business at New Lab, Studio 105, 19 Morris Avenue, Brooklyn, NY 11205 (referred to herein as “Monogram” or “Licensee”). This Agreement will become effective on October 3, 2017, (the “Effective Date”).
Amendment No. 3 to EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai And Monogram Orthopedics Inc.Exclusive License Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This Amendment No.3 (the “Amendment”), effective as of September 17, 2020, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Monogram Orthopedics Inc., a Delaware corporation with a principal place of business at 3913 Todd Lane, Suite 307, Austin, TX 78744 (“Monogram”).
SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopedics, Inc.Subscription Agreement • November 29th, 2022 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Monogram Orthopedics, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.25 per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated January [ ], 2023 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
Amendment No. 4 to EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai And Monogram Orthopedics Inc.Exclusive License Agreement • June 6th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This Amendment No.4 (the “Amendment”), effective as of May 17, 2023, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Monogram Orthopedics Inc., a Delaware corporation with a principal place of business at 3913 Todd Lane, Suite 307, Austin, TX 78744 (“Monogram”).
ContractMonogram Orthopaedics Inc • July 27th, 2023 • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT HAS BEEN, AND THE SHARES OF STOCK WHICH MAY BE RECEIVED PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED BY THE HOLDER HEREOF SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. WITHOUT LIMITATION TO THE OTHER RESTRICTIONS ON TRANSFER OF THIS WARRANT SET FORTH HEREIN, NEITHER THIS WARRANT NOR SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES LAWS.
SUBSCRIPTION AGREEMENT Common Stock In Monogram Orthopedics, Inc.Subscription Agreement • November 29th, 2022 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.001 par value per share (the "Shares"), to be issued by Monogram Orthopedics, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.25 per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated January [ ], 2023 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
Amendment No. 4 to EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai And Monogram Orthopedics Inc.Exclusive License Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
This Amendment No.4 (the “Amendment”), effective as of May 17, 2023, is entered into by and between Icahn School of Medicine at Mount Sinai, a New York not-for-profit education corporation, having a principal place of business at One Gustave L. Levy Place, New York, NY 10029 (“Mount Sinai”) and Monogram Orthopedics Inc., a Delaware corporation with a principal place of business at 3913 Todd Lane, Suite 307, Austin, TX 78744 (“Monogram”).
