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”).
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”).
COMMON STOCK PURCHASE WARRANT MONOGRAM ORTHOPAEDICS, INC.Common Stock Purchase Warrant • July 27th, 2023 • Monogram Orthopaedics Inc • 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).
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”).
ContractWarrant Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • 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 EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). 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 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.
MONOGRAM ORTHOPAEDICS INC. SCIENTIFIC ADVISOR CONSULTING AGREEMENTScientific Advisor 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:
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”).
ContractWarrant Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • 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.
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
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.
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”).
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”).
Note: This is an amendment to the April 29, 2018 agreement to reflect the term extension.Employment Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
Monogram Orthopaedics Inc. (the “Company”) is pleased to offer you employment as the Chief Executive Officer of the Company (the “CEO”), commencing on April 29, 2018, or such other date as we agree (the “Commencement Date”). This letter sets forth certain terms of your employment.
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:Employment Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus
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:
EXCLUSIVE LICENSE AGREEMENT between Monogram Orthopedics and Icahn School of Medicine at Mount Sinai EXECUTION COPYExclusive License Agreement • July 27th, 2023 • Monogram Orthopaedics Inc • Surgical & medical instruments & apparatus • New York
The submission of this draft for review or negotiation, or the negotiation of the transaction described herein, does not constitute an offer and the execution of this agreement by the Icahn School of Medicine at Mount Sinai does not constitute a binding contract until such time as it has been executed by authorized officers of the Icahn School of Medicine at Mount Sinai and Monogram Orthopedics.
Amendment No. 2 to the EXCLUSIVE LICENSE AGREEMENT between Icahn School of Medicine at Mount Sinai and COMPANYExclusive License Agreement • July 27th, 2023 • 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”).
