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  • Monogram Orthopaedics Inc. Common Stock Subscription Agreement

  • This Subscription Agreement relates to my/our agreement to purchase {numberOf} 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 ${totalSubscription} ("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 March 2, 2023 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.

    Simultaneously with or subsequent to the execution and delivery hereof, if I have an account with My IPO (“My IPO”), the online offering platform division of Cambria Capital, LLC, I am authorizing the Selling Agent to debit funds equal to the amount of the Subscription Price from my account at My IPO; in the amount of my Subscription Price, provided that if my broker-dealer or the Selling Agent have arranged to facilitate the funding of the Subscription Price to the escrow account (as described below) or through a clearing agent, then I agree to deliver the funds for the Subscription Price pursuant to the instructions provided by such clearing agent, such broker-dealer or the Selling Agent. I understand that if I wish to purchase Shares, I must complete this Subscription Agreement and, if I have an account with My IPO, have sufficient funds in my account at the time of the execution and delivery of this Subscription Agreement; or, if I do not maintain an account with My IPO, submit the applicable Subscription Price as set forth herein. Subscription funds submitted by Investors who do not have an account with My IPO will be held by and at an FDIC insured bank in compliance with SEC Rule 15c2-4, with funds released to the Company at closing, as described in the Circular. The escrow account will be maintained by Wilmington Trust as escrow agent. In the event that the offering is terminated, then the Offered Shares will not be sold to investors pursuant to this offering and all funds will be returned to investors from escrow together with interest, if any. If any portion of the Shares is not sold in the offering, any funds paid by me for such portion of the Shares will be returned to me promptly; or, if I have an account with My IPO, funds for such unsold Shares will not be debited from my account at closing.

    In order to induce the Company to accept this Subscription Agreement for the Securities and as further consideration for such acceptance, I hereby make, adopt, confirm and agree to all of the following covenants, acknowledgments, representations and warranties with the full knowledge that the Company and its affiliates will expressly rely thereon in making a decision to accept or reject this Subscription Agreement:

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  • 3. Investor Eligibility Certifications

    I understand that to purchase Securities, I must either be an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), or I must limit my investment in the Securities to a maximum of: (i) 10% of my net worth or annual income, whichever is greater, if I am a natural person; or (ii) 10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year, if I am a non-natural person.

    I understand that if I am a natural person I should determine my net worth for purposes of these representations by calculating the difference between my total assets and total liabilities. I understand this calculation must exclude the value of my primary residence and may exclude any indebtedness secured by my primary residence (up to an amount equal to the value of my primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Securities.

    I hereby represent and warrant that I meet the qualifications to purchase Securities because:

  • 4. I understand that the Company reserves the right to, in its sole discretion, accept or reject this subscription, in whole or in part, for any reason whatsoever, and to the extent not accepted, unused funds maintained in my account at MY IPO or transmitted herewith shall either not be debited from my account at MY iPO or be returned to the undersigned in full, with any interest accrued thereon.

    5. I have received the Offering Circular.

    6. I accept the terms of the Certificate of Incorporation of the Company.

    7. I am purchasing the Shares for my own account.

    8. I hereby represent and warrant that I am not on, and am not acting as an agent, representative, intermediary or nominee for any person identified on, the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, I have complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering, including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. By making the foregoing representations you have not waived any right of action you may have under federal or state securities law. Any such waiver would be unenforceable. The Company will assert your representations as a defense in any subsequent litigation where such assertion would be relevant. This Subscription Agreement and all rights hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Delaware without giving effect to the principles of conflict of laws.

    9. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement's electronic signature include your signing this Subscription Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both you and the Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible on Digital Offering servers.

    I agree that any time I click on an "I Agree," "I Consent" or other similarly worded button or entry field with my mouse, keystroke or other device, my agreement or consent is legally binding and enforceable and is the legal equivalent of my handwritten signature on an agreement that is printed on paper. I agree to be bound by any affirmation, assent or agreement transmitted to or through the Company’s website(s) or the Company’s transfer agent by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent I give or will give to receive communications from = the Company, or any of its affiliates, solely through electronic transmission.

    I understand that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, "Communications") regarding my investment in the Company, may be delivered by electronic means, such as by e-mail or through the Company’s transfer agent. I consent to electronic delivery as described in the preceding sentence. In so consenting, I acknowledge that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. I also acknowledge that an e-mail from the Company or its affiliates may be accessed by recipients other than myself and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. I understand that the Company gives no warranties in relation to these matters.

    I further understand and agree to each of the following:

    ·         As long as my consent remains in effect, the Company may provide all Communications to me electronically in lieu of providing paper Communications, including without limitation all shareholder notices and shareholder meeting notices.

    ·         Hardware and software that I will need. Electronic Communications may be provided via e-mail from the Company and/or affiliates of the Company. In order to view and retain the Communications, my computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an Internet Service Provider or any other capable communications medium, and with software capable of viewing and printing a .pdf file created by Adobe Acrobat. Further, I must have a personal e-mail address capable of sending and receiving e- mail messages to and from the Company and/or affiliates of the Company. To print documents, I will need access to a printer compatible with my hardware and the required software.

    ·         If these software or hardware requirements change in the future, the Company will notify me through the Company’s website or through the transfer agent.

    ·         To facilitate these services, I must provide the Company and its transfer agent with a current e-mail address and update that information as necessary. Unless otherwise required by law, I will be deemed to have received any electronic Communications that are sent to the most current e-mail address provided.

    The Company will not assume liability for non-receipt of Communications in the event my e-mail address on file is invalid, my e-mail or Internet service provider filters the notification as "spam" or "junk mail," there is a malfunction in my computer, browser, Internet service and/or software, or for any other reasons beyond the control of the Company, its transfer agent, and/or affiliates of the Company.


    10. Delivery Instructions. If you are funding via escrow through either an ACH authorization, check or a wire transfer pursuant to the escrow instructions set forth in the Offering Circular, please fill out the information below to have your shares held at the transfer agent.

     

  • 11. Jury Trial Waiver. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT BUT NOT INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.  EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY.   THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.  IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

  • Cambria Capital, LLC is registered with the Securities and Exchange Commission (“SEC”) as a broker-dealer and is a State Registered Investment Adviser.  Brokerage and investment advisory services and fees differ, and it is important for you to understand the differences.  This Client Relationship Summary provides details about our brokerage and advisory services, fees, and other important information.  Please review the information prior to submitting this indication at Cambria Reg BI Disclosure

    Digital Offering, LLC is registered with the Securities and Exchange Commission (“SEC”) as a broker-dealer. This Client Relationship Summary provides details about our brokerage and advisory services, fees, and other important information. Please review the information prior to submitting this Subscription at 

    https://www.digitaloffering.com/_files/ugd/99208b_6603eb2b75ee4a639d1b4e62f92c3a79.pdf

     

  • As part of our AML compiance, we require you to provide a picture of your Passport or both sides of your driver's license. In addition, we require you to submit a picture of your utility bill with an address that matches the address of record that you are subscribing from. In the confirmation process a member of Cambria Capital, the Soliciting Dealer, will contact you to facilitate the appropriate submissions. You will need to email copies to sales@banq.co  or you can upload now!

    You may not participate without providing.

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  • Your Consent is Hereby Given: By signing this Subscription Agreement electronically, you are explicitly agreeing to receive documents electronically including your copy of this signed Subscription Agreement as well as ongoing disclosures, communications and notices.

      

    SIGNATURES:

     

    THE UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE PERSON(S) OR ENTITY REGISTERED ABOVE.

     

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  • Issuer:

     

    /s/ : Benjamin Sexson

    Name: : Benjamin Sexson

    Company: Monogram Orthopaedics, Inc.

    Title: Chief Executive Officer

     
     

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