PART II AND III

Explanatory Note

Virtuoso Surgical, Inc. has prepared this Amendment No. 1 to the Form 1-A filed on December 27, 2019 solely for the purpose of filing Exhibit 4.1 and Exhibit 8.1.

PART III

EXHIBITS

Index to Exhibits

Exhibit No.	Description of Exhibit
1.1	Exclusive Placement Agent Agreement between the Company and Strategic Capital Investments, LLC, dated October 17, 2019*
2.1	Charter of Virtuoso Surgical, Inc.*
2.2	Amended Corporate Bylaws of Virtuoso Surgical, Inc.*
4.1	Form of Subscription Agreement for Regulation A, Tier 2, Offering**
6.1	Technology Licensing - Platform Agreement between the Company and Capital2Market, LLC, dated October 17, 2019*
6.2	Non-Exclusive License Agreement with Johns Hopkins University, effective May 11, 2016*
6.3	License Agreement with Vanderbilt University, effective May 15, 2016*
6.4	Employment Agreement with Richard Hendrick, dated September 7, 2017*
6.5	Employment Agreement with C. Mark Pickrell, dated September 7, 2017*
8.1	Escrow Agreement among Atlantic Capital Bank, National Association, the Company, and Capital2Market, LLC, dated October 1, 2019**
11.1	Consent of Puryear & Noonan, CPAs*
11.2	Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 12.1)*
12.1	Opinion of Waller Lansden Dortch & Davis, LLP*
15(a).1	Correspondence submitted by Virtuoso Surgical, Inc. on December 6, 2019 pursuant to Rule 252(d)*

* Previously filed

** Filed herewith

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Nashville, Tennessee on January 23, 2020.

VIRTUOSO SURGICAL, INC.
By:	/s/ Robert Webster, III
	Robert Webster, III
	Principal Executive Officer
By:	/s/ C. Mark Pickrell
	C. Mark Pickrell
	Principal Financial Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form 1-A has been signed by the following persons in the capacities and on the dates indicated

Signature	Title	Date
/s/ Richard Hendrick		January 23, 2020
Richard Hendrick	Chief Operating Officer and Chairman
/s/ Robert Webster, III		January 23, 2020
Robert Webster, III	President, Chief Technology Officer and Director
/s/ C. Mark Pickrell		January 23, 2020
C. Mark Pickrell	General Counsel, Chief Administrative Officer and Director
/s/ S. Duke Herrell		January 23, 2020
S. Duke Herrell	Chief Clinical Strategist and Director

EX1A-4 SUBS AGMT

Exhibit 4.1

FORM OF SUBSCRIPTION AGREEMENT

FOR CLASS A PREFERRED STOCK

OF
VIRTUOSO SURGICAL, INC.

This subscription agreement (the “Subscription Agreement”) is being executed and delivered by the undersigned prospective investor (the “Prospective Investor”) in connection with the initial public offering (the “Offering”) of up to 20,000,000 shares of Class A Preferred Stock, par value $1.00 per share (the “Shares”), of Virtuoso Surgical, Inc., a Tennessee corporation (the “Company”).

The Shares are being offered pursuant to an offering statement on Form 1-A, File No. 024-11136 (the “Offering Statement”). The Offering Statement was qualified by the SEC prior to the issuance of any Shares and the acceptance of any Prospective Investors’ subscription. The offering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final Offering Circular and/or supplement to the Offering Circular will be delivered to the Prospective Investors as required by law.

The Shares are being offered by C2M Securities, LLC, successor-in-interest to Strategic Capital Investments, LLC, as placement agent (the “Placement Agent”) on a “best efforts” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a time (the “Closing Date”) to be specified by the Company and Placement Agent. Closings are expected to take place monthly by upload of investor information to the Company’s Transfer Agent upon clearance of investor funds through the Escrow Agent, Atlantic Capital Bank, N.A. (the “Escrow Agent”). To initiate an investment, the Prospective Investor shall pay the Purchase Price (as defined below) by check, ACH electronic transfer, or wire transfer of immediately available funds to the Company’s escrow account.

1. Subscription.

(a)            Subject to the terms and conditions set forth in this Subscription Agreement, the Prospective Investor hereby subscribes for and agrees to purchase the number of Shares from the Company in the amount (the “Subscription”) and for the purchase price (the “Purchase Price”) set forth on the signature page of this Subscription Agreement.

(b)            The Company has the right to reject any Subscription of any Prospective Investor, in whole or in part, for any reason. The Company will notify the Prospective Investor whether the Subscription is accepted or rejected. If the Prospective Investor’s Subscription is rejected, the Prospective Investor’s payment (or portion thereof if partially rejected) will be returned to the Prospective Investor without interest and all of the Prospective Investor’s obligations hereunder shall terminate.

(c)            The Prospective Investor may not cancel, terminate, or revoke this Subscription Agreement, which in the case of an individual, shall survive his or her death or disability and shall be binding upon the Prospective Investor, his or her heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees, and assigns.

2. Purchase Procedure.

(a)            Payment. The Purchase Price for the Subscription shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. The payment and the signature page may be delivered in electronic format. The Prospective Investor shall deliver a signed copy of this Subscription Agreement, along with payment for the Purchase Price by a check for available funds made payable to “Virtuoso Surgical, Inc.”, ACH electronic transfer, or wire transfer to the escrow account designated by the Company, or by any combination of such methods.

(b)            Escrow Arrangement. The Purchase Price for the Subscription shall be received by the Escrow Agent from the Prospective Investor by transfer of immediately available funds by check, ACH electronic transfer, or wire transfer at least two (2) days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The Prospective Investor shall receive notice and evidence of the digital entry of the number of the Shares owned by the Prospective Investor reflected on the books and records of the Company and verified by Computershare Trust Company, N.A. (the “Transfer Agent”), whose books and records shall bear a notation that the Shares were sold in reliance upon Regulation A promulgated under the Securities Act of 1933, as amended (the “Act”).

3.            Representations of the Prospective Investor: The Prospective Investor hereby represents and warrants to the Company as follows:

(a)            The Prospective Investor is a citizen or permanent resident of the United States, or is duly organized under the United States or one of the several States.

(b)            10% Investment Limit. The Purchase Price set out on the Prospective Investor’s signature page to this Subscription Agreement (together with any other amounts previously paid to purchase Shares in the Offering) does not exceed ten percent (10%) of the Prospective Investor’s annual income (or, in the case of a corporate entity, the entity’s prior year’s net income) or ten percent (10%) of the Prospective Investor’s net worth (excluding his or her home), whichever is greater.

(c)            The Prospective Investor has read carefully and understands the Offering Statement and the Subscription Agreement, and has had the opportunity to consult with such Prospective Investor’s own attorney, accountant, or investment adviser with respect to the investment contemplated hereby and its suitability for the Prospective Investor. The Prospective Investor has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares and is able to bear the risks of an investment in the Shares. Any specific acknowledgement set forth in this Subscription Agreement with respect to any statement contained herein shall not be deemed to limit the generality of this representation and warranty.

(d)            The Prospective Investor understands that the Shares have not been registered under the Act. The Prospective Investor also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Act based in part upon the Prospective Investor’s representations contained in this Subscription Agreement.

(e)            Within five (5) days after receipt of a request from the Company, the Prospective Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, or which may otherwise be necessary to effect the transactions contemplated herein.

(f)             The Prospective Investor has the requisite power and authority to execute and deliver this Subscription Agreement and such execution and delivery does not violate, or conflict with, the terms of any agreement or instrument to which the Prospective Investor is a party or by which it is bound.

(g)            If the Prospective Investor is an individual, the Prospective Investor represents and warrants that he or she is (i) a bona fide resident of the state set forth on the signature page hereto and the residential address and Social Security number set forth on the signature page hereto are his or her true and correct residential address and Social Security number, and (ii) at least 18 years of age.

(h)            If the Prospective Investor is a corporation, partnership, limited liability company, or trust, then (i) the Prospective Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction wherein it is organized; (ii) this Subscription Agreement and any other documents executed and delivered by the Prospective Investor in connection herewith have been duly authorized, executed and delivered by the Prospective Investor and, assuming the due authorization, execution and delivery thereof by the other parties thereto, are the valid and legally binding obligation of the Prospective Investor, enforceable against it in accordance with their respective terms; (iii) the Prospective Investor has its principal place of business at the address set forth on the signature page to this Subscription Agreement; and (iv) the federal tax identification number set forth on the signature page hereto is true and correct. The person executing this Subscription Agreement on behalf of the Prospective Investor has reviewed the underlying corporate charter, partnership agreement, operating agreement, shareholders agreement or other similar documents of such Prospective Investor and all other documents necessary to confirm the representations made in the previous sentence. Such Prospective Investor has previously made other investments or engaged in other substantive business activities prior to receiving an opportunity to purchase the Shares and was not formed for the purpose of purchasing Shares. Furthermore, the Prospective Investor is an “accredited investor” for purposes of federal securities laws.

(i)             The Prospective Investor has had an opportunity to ask questions of the Company or anyone acting on behalf of the Company and to receive answers concerning the terms of this Subscription Agreement and the Shares, as well as about the Company and its business generally. Further, to the extent that there have been any questions, all such questions have been answered to the full satisfaction of the Prospective Investor.

(j)             The Prospective Investor recognizes that there is not now any liquid, public market for the Shares, and no such market may develop.

(k)            The purchase of the Shares by the Prospective Investor is consistent with the general investment objectives of the Prospective Investor.

(l)             The Prospective Investor has read and reviewed and understands the risk factors set forth in the Offering Circular. The Prospective Investor understands that the Shares being purchased are a speculative investment involving a substantial degree of risk of loss of the Prospective Investor’s entire investment in the Shares.

(m)            Neither the Company nor any other person has promised, represented or guaranteed (i) the safety of any capital investment in the Company; (ii) that the Company will be profitable; or (iii) that any particular investment return will be achieved or the probability of any investment return, and further that any such promise, representation or guaranty, if made, would be strictly unauthorized and should not be relied upon. The Prospective Investor is aware that (i) no federal, state, local or foreign agency has passed upon the Shares or made any finding or determination as to the fairness of this investment; (ii) the Prospective Investor is not entitled to cancel, terminate or revoke this subscription or any of the powers conferred herein; and (iii) the Company may accept or reject this subscription for any or no reason at all.

4.            Survival of Agreements, Representations, and Warranties, etc. All agreements, representations, and warranties contained herein or made in writing by the Prospective Investor in connection with the transactions contemplated by this Subscription Agreement shall survive the execution and delivery of this Subscription Agreement and the sale and purchase of the Prospective Investor’s Shares and payment therefor.

5.            Indemnity. The Prospective Investor agrees to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, members, agents, and representatives and each other person, if any, who controls or is controlled by any of the foregoing, within the meaning of Section 15 of the Act, against any loss, damage, claim, liability, cost, or expense whatsoever (including, but not limited to, legal fees, and disbursements and any and all other expenses whatsoever reasonably incurred in investigating, preparing for, or defending against litigation, arbitration proceedings, or other actions or proceedings commenced or threatened, or any claim whatsoever) arising out of or in connection with, or based upon or resulting from (i) any false representation or warranty or breach or failure to comply with any covenant or agreement made by the Prospective Investor in this Subscription Agreement or in any other document furnished by the Prospective Investor to any of the foregoing in connection with this transaction, or (ii) any action for securities law violations instituted by the Prospective Investor which is finally resolved by judgment against the Prospective Investor.

6.Amendments. This Subscription Agreement may not be amended except with the written consent of the Prospective Investor and the Company.

7.            General. This Subscription Agreement (i) shall be binding upon the Prospective Investor, the Company, and each of their respective legal representatives, successors, and assigns, (ii) shall be governed, construed, and enforced in accordance with the internal laws of the State of Tennessee (except insofar as affected by the state or foreign securities or “Blue Sky” laws of the jurisdiction in which the offerings described herein have been made to the Prospective Investor as aforesaid), (iii) shall survive the acceptance, if any, of this subscription, and (iv) shall, if the Prospective Investor consists of more than one person, be the joint and several obligation of all such persons.

8.            Counterparts; Electronic Transmission. This Subscription Agreement may be executed in one (1) or more counterparts which, when considered together, shall constitute one and the same instrument. In making proof of this Subscription Agreement, it shall not be necessary to produce or account for more than one such counterpart. The transmission of copies and signature pages of, and signatures to, this Subscription Agreement by Electronic Transmission (as hereinafter defined) shall constitute effective execution and delivery of this Subscription Agreement, and such Electronically Transmitted copies, signature pages and signatures may be used in lieu of the original Subscription Agreement for all intents and purposes. For purposes of this Subscription Agreement the term “Electronic Transmission” means and includes any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and reviewed by a recipient of the communication and that may be directly reproduced in paper form by such a recipient through an automated process.

[Signature Pages Follow]

FOR USE BY INDIVIDUAL PROSPECTIVE INVESTOR ONLY

INDIVIDUAL PROSPECTIVE INVESTOR SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT

(If purchasing as an entity, go to Entity Prospective Investor Signature Page for Subscription Agreement)

IN WITNESS WHEREOF, the undersigned has (have) executed this Subscription Agreement on ___________________, 2020.

Signature of Prospective Investor	Signature of Joint Prospective Investor
Printed Name of Prospective Investor	Printed Name of Joint Prospective Investor
Prospective Investor’s Social Security Number	Joint Prospective Investor’s Social Security Number
Residential Address of Prospective Investor:	Residential Address of Prospective Investor:

TOTAL NUMBER OF SHARES SUBSCRIBED FOR
TOTAL SUBSCRIPTION AMOUNT	$

Ownership form (check one):

¨ Individual

¨ Joint tenants with right of survivorship*

¨ Tenants in common*

*SIGNATURES OF ALL OWNERS REQUIRED

FOR USE BY ENTITY PROSPECTIVE INVESTOR ONLY

ENTITY PROSPECTIVE INVESTOR SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT

(If purchasing as an individual, go to Individual Prospective Investor Signature Page for Subscription Agreement.)

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the _____ day of _________, 2020.

PRINT name of entity Prospective Investor

By:

Name:

Title:

Business Telephone Number (include area code)
Federal Tax I.D. Number
Mailing Address of Prospective Investor
City	State	Zip Code

TOTAL NUMBER OF SHARES SUBSCRIBED FOR
TOTAL SUBSCRIPTION AMOUNT	$

EX1A-8 ESCW AGMT

Exhibit 8.1

ESCROW AGREEMENT

This Escrow Agreement (the “Agreement”) is made and entered into as of October 1, 2019 by and among Atlantic Capital Bank, National Association, a national banking association (the “Escrow Agent”), Virtuoso Surgical, Inc, a Tennessee corporation (the “Issuer”), and Capital2Market LLC, a Virginia limited liability company (the “Technology Platform”).

RECITALS

A.The Issuer proposes to facilitate the subscription and sale of payment dependent notes (the “Securities”) to investors pursuant to the exemptions from registration under Regulation A₊ and of the Securities Act of 1933, as amended through the Technology Platform described in the Subscription Documents.

B.Potential investors, or subscribers, who wish to purchase the Securities (the “Subscribers”) may purchase a minimum of $1,000 of the Securities payable in cash pursuant to either a Regulation A+ subscription agreement for the Offering (each, a “Subscription Agreement”). The purchase of the Securities is subject to acceptance by the Issuer of the Subscription Agreement (the “Acceptance”) which depends upon the satisfactory vetting of the Subscriber by the Issuer including proper completion of the Subscription Agreement, verification of “accredited investor” status, satisfactory AML and other background checks as required by the SEC or conforming to the US Patriot Act, etc.

C.The issuer and the Technology Platform desire to establish an escrow account in which fund(s) received from subscribers (“Subscription Proceeds”) will be deposited during the Escrow Period (as hereinafter defined). Atlantic Capital Bank agrees to serve as Escrow Agent in accordance with the terms and conditions set forth herein. Receipt of the Subscription Proceeds into the Escrow Account is a prerequisite for Acceptance by the Issuer and may occur prior to the completion of vetting.

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

1. Establishment of Escrow Account.

(a)On or prior to the date for the sale of the Securities pursuant to the Offering, the parties shall establish a non-interest-bearing escrow account with the Escrow Agent, which escrow account shall be titled “[name].” (the “Escrow Account”). All parties agree to maintain the Escrow Account and escrowed funds in a manner that is compliant with SEC Rules 10b-9 and 15c2-4, promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

(b)The Technology Platform shall cause to be deposited with the Escrow Agent Subscription Proceeds received from Subscribers to be held in escrow under the terms of this Agreement. The Technology Platform and the Issuer will instruct Subscribers to make checks or wires payable to the order of the SafeShoot Inc. Any checks, ACH or wires received that are made payable to a party other than the SafeShoot Inc. shall be returned to the Subscriber who submitted the check, ACH or wire.

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(c)On or before the execution and delivery of this Agreement, the Issuer shall provide to the Technology Platform, who will provide to the Escrow Agent a completed Form W-9 or Form W-8, whichever is appropriate. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon.

(d)The Issuer shall make a copy of this Agreement available to each Subscriber.

2. Deposits in the Escrow Account.

(a)During the Escrow Period (as hereinafter defined), the Technology Platform agrees that it shall promptly deliver all monies received from Subscribers for the payment of the Securities to the Escrow Agent for deposit in the Escrow Account following their receipt. The Technology platform will maintain an electronic account of each sale, which account shall set forth, among other things, the Subscriber’s name and address, the number of Securities subscribed for, the amount paid thereof, and whether the consideration received was in the form of cash, check, draft or money order.

(b)The Escrow Agent shall have no responsibility for Subscription Proceeds until such proceeds are actually received, clear through normal banking channels and constitute collected funds. The Escrow Agent shall have no duty to collect or seek to compel payment of any Subscription Proceeds, except to place such proceeds or instruments representing such proceeds for deposit and payment through customary banking channels.

(c)Any Subscription Agreement may be rejected for any reason by the Issuer in whole or in part. The Technology Platform shall promptly notify the Escrow Agent in writing in the event of any such rejection. Upon the receipt of a payment file from the Technology Platform instructing the Escrow Agent to return funds, the Escrow Agent shall promptly return funds tendered by such Subscriber, less any incoming or outgoing fees associated with a wire or check and without deduction or payment of interest.

(d)Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. The Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of the Escrow Agent, in its sole and absolute discretion, or (ii) for which the Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for the Escrow Agent to accept or hold the applicable Subscriber’s funds as the Escrow Agent due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. The Escrow Agent shall promptly inform Issuer of any such return or rejection.

3. Escrow Period.

The “Escrow Period” shall begin from the date set forth above to this Escrow Agreement and shall terminate upon the earlier to occur of the following dates:

(a)The date upon which the Escrow Agent confirms that the cumulative aggregate amount of $20,000,000 of Subscription Proceeds, including all proceeds of clients of (the "Maximum Offering Amount"), has been received in the Escrow Account in deposited funds and accepted by the Issuer; or

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(b)The date upon which a determination is made by the Issuer to terminate the Offering prior to the sale of the Minimum Offering Amount.

Prior to Acceptance and during the Escrow Period, the Issuer is aware and understands that it is not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Issuer or any other entity, or be subject to the debts of the Issuer or any other entity.

4. Disbursements from the Escrow Account.

(a)The Issuer acknowledges that Escrow Agent shall be obligated to disburse Subscription Proceeds only in accordance with this Agreement.

(b)Periodically during the Escrow Period, the Issuer will notify the Technology Platform that is prepared to accept the Subscription Agreements corresponding to a certain portion of the Subscription Proceeds held in the Escrow Account. Acceptance is predicated on the satisfactory completion of all necessary administrative and regulatory requirements. The Technology Platform will inform the Escrow Agent of the names and amounts of the Subscription Proceeds that correspond to the Subscription Agreements the Issuer will accept.

(c)Upon confirmation by the Issuer of the Acceptance of certain Subscribers’ Subscription Agreements, the Escrow Agent shall disburse the corresponding Subscription Proceeds in its possession (the “Disbursement Amount”) to the account of the Issuer in accordance with the instructions and payment file the Technology Platform provides, provided that in no event will the Disbursement Amount be released to the Issuer until such Disbursement Amount is received by the Escrow Agent in collected funds.

The Disbursement Amount shall be sent via wire to:

Bank name: First Tennessee Bank, N.A.

Bank address: 23 White Bridge Road; Nashville, Tennessee 37205

Routing no.:

Account no.:

Account name:

For purposes of this Agreement, the term "collected funds" shall mean all funds received by the Escrow Agent which have cleared normal banking channels and are in the form of cash. To eliminate any doubt, funds received in the Escrow Account via ACH shall have no extraordinary conditions placed upon them apart from the standard 3 to 5 business days required to clear the ACH channel and a hold on 10% of funds received via the ACH channel that are less than 60 days old. After 60 days the 10% held will be available for disbursement.

(d)The Technology Platform shall notify the Escrow Agent (i) of the timing and how to disburse Subscription Proceeds deposited after the expiration of the Escrow Period, if applicable, and (ii) upon the final disbursement of Subscription Proceeds, after which this Agreement terminates;

(e)If the Escrow Period expires while the Escrow Account holds Subscription Proceeds without Acceptance by the Issuer, and the Technology Platform has not notified the Escrow Agent in writing of an extension of the Offering, then upon receipt of a payment file from the Technology Platform, the Escrow Agent shall refund to each applicable Subscriber the full amount of Subscription Proceeds remaining in the Escrow Account furnished by each such Subscriber, without deduction, penalty, or expense to the Subscriber except for any transfer fees associated with a wire or check, and the Escrow Agent shall notify the Issuer and the Technology Platform of its distribution of such Subscription Proceeds. The amount of Subscription Proceeds returned to each Subscriber shall be free and clear of any and all claims of the Issuer or any of its creditors.

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5. Investment of Subscription Proceeds; Compensation of Escrow Agent.

The Issuer, the Technology Platform and the Escrow Agent further covenant, warrant and agree that:

(a)The Escrow Agent may invest the Subscription Proceeds only in such accounts or investments as the Issuer may specify by written notice, as permitted under SEC Rule 15c2-4. The Issuer may only specify investment in (1) bank accounts, (2) bank money-market accounts, (3) short-term certificates of deposit issued by a bank, or (4) short-term securities issued or guaranteed by the U.S. Government.

(b)The Technology Platform shall pay the Escrow Agent a fee for its escrow services at the agreed upon fees and services delineated in that certain licensing agreement between the Technology Platform and the Issuer dated September 25, 2019. If it is necessary for the Escrow Agent to return funds to the Subscribers, the Technology Platform shall pay to the Escrow Agent additional amounts sufficient to reimburse it for its actual cost in returning such funds via ACH regardless of the manner in which they were received. Such amounts associated with transferring via wire or check shall be deducted from the amount returned if the return disbursement can not be made via ACH.

6. Duties of Escrow Agent.

(a)The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no additional duties or obligations shall be implied hereunder. In performing its duties under this Agreement, or upon the claimed failure to perform any of its duties hereunder, the Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of the Escrow Agent’s so acting or failing to so act; provided, however, that the Escrow Agent shall not be relieved from liability for damages arising from the Escrow Agent’s bad faith, gross negligence or willful misconduct.

(b)The Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to either party hereto, given with respect to any question relating to the duties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to the Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties.

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(c)As an additional consideration for and as an inducement for the Escrow Agent to serve as escrow agent hereunder, it is understood and agreed that, in the event of any disagreement resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Agreement, the Escrow Agent shall be entitled, at the option of the Escrow Agent, to refuse to comply with the demands of any parties so long as such disagreement shall continue. In such event, the Escrow Agent may elect not to make any delivery or other disposition of the Subscription Proceeds or any part of such Subscription Proceeds. Anything herein to the contrary notwithstanding, the Escrow Agent shall not be or become liable to such parties or any of them for the failure of the Escrow Agent to comply with the conflicting or adverse demands of such parties. The Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Subscription Proceed or any part thereof or to otherwise act hereunder, as stated above, unless and until:

(i)the rights of such parties have been finally settled or duly adjudicated in a court having jurisdiction of the parties and the Subscription Proceeds and the Escrow Agent, has received written instructions as to disbursement thereof; or

(ii)the parties have reached an agreement resolving their differences and have notified the Escrow Agent in writing of such agreement and have provided the Escrow Agent with indemnity satisfactory to the Escrow Agent against any liability, claims or damages resulting from compliance by the Escrow Agent with such agreement.

(d)In the event of a disagreement as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Subscription Proceeds and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent or its legal counsel. Upon such tender, the Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that the filing of any such legal proceedings shall not deprive the Escrow Agent of its compensation hereunder earned prior to such filing and discharge of the Escrow Agent of its duties hereunder.

(e)The Issuer agrees that in the event any controversy arises under or in connection with this Agreement or the Subscription Proceeds or the Escrow Agent is made a party to or intervenes in any litigation pertaining to this Agreement or the Subscription Proceeds, to pay to the Escrow Agent reasonable compensation for its extraordinary services and to reimburse the Escrow Agent for all costs and expenses, including legal fees and expenses, associated with such controversy or litigation; provided, however, that such compensation and legal reimbursement shall not apply if the controversy relates to the Escrow Agent’s bad faith, gross negligence or willful misconduct.

(f)The Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to the Issuer and Technology Platform. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than ninety (90) days after such written notice has been given. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Agreement; provided however, the Escrow Agent shall be entitled to its compensation earned prior thereto. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder.

(g)The Escrow Agent shall have no obligation to take any legal action in connection with this Agreement or its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve the Escrow Agent in any cost, expense, loss or liability unless security and indemnity satisfactory to the Escrow Agent, shall be furnished.

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7. Indemnification.

(a)The Issuer and Technology Platform jointly and severally agree to indemnify the Escrow Agent and each of its officers, directors, employees and agents and to save the Escrow Agent and each of its officers, directors, employees and agents harmless from and against any and all Claims (as hereunder defined) and Losses (as hereinafter defined) which may be incurred by the Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents directly or indirectly as a result of or in connection with Escrow Agent’s serving in the capacity of escrow agent under this Agreement, other than Claims relating to damages arising from the Escrow Agent’s bad faith, gross negligence or willful misconduct. For the purposes hereof, the term “Claims” shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or interpleader) the Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part:

(i) the acts or omissions of the Issuer and Technology Platform, or

(ii) the appointment of the Escrow Agent under this Agreement, or

(iii) the performance by the Escrow Agent of its powers and duties under this Agreement, other than claims relating to damages arising from the Escrow Agent’s bad faith, gross negligence or willful misconduct.

(b)The term “Losses” shall mean all losses, documented and out-of-pocket costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to outside attorneys’, accountants’ and other professionals’ fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of the Escrow Agent or any such officer, director, employee or agent (each referred to hereinafter as an “Indemnified Party”), the Issuer agrees to assume the investigation and defense of any Claim, including the employment of counsel reasonably acceptable to the applicable Indemnified Party and the payment of all documented expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and the Issuer and Technology Platform agree to pay the documented costs and expenses thereof, to employ separate outside counsel with respect to any such Claim and to participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by legal counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to the Issuer or the Technology Platform. The Issuer and Technology Platform hereby agree that the indemnifications and protections afforded Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent.

8. Representations, Warranties and Covenants.

(a)The Issuer warrants to and agrees with the Escrow Agent that, to its knowledge but without independent investigation, there is no security interest in the Subscription Proceeds or any part of the Subscription Proceeds and that no financing statement under the Uniform Commercial Code of any jurisdiction is on file in any jurisdiction claiming a security interest in or describing, whether specifically or generally, the Subscription Proceeds or any part of the Subscription Proceeds; and the Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Subscription Proceeds or any part of the Subscription Proceeds or to file any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Subscription Proceeds or any part thereof.

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(b)The Issuer acknowledges that the Escrow Agent is serving as escrow agent for the limited purposes set forth herein and represents, covenants and warrants to the Escrow Agent that no statement or representation, whether oral or in writing, has been or will be made to any Subscriber to the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Securities or approved, endorsed or passed upon the merits of such investment or is otherwise involved in any manner with the transactions contemplated hereby, other than as Escrow Agent under this Agreement.

(c)Neither the Issuer nor the Technology Platform shall use or permit the use of the name Atlantic Capital Bank or any variation thereof in any sales presentation, placement or offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties of the Escrow Agent as escrow agent under this Agreement and in general references to the Technology Platform’s frequent retention of the Escrow Agent. Any breach or violation of the paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent.

(d)The Escrow Agent shall have no duty or responsibility for determining whether the Securities or the offer and sale thereof conform to the requirements of applicable federal or state securities laws, including but not limited to the Securities Act of 1933, as amended or the Exchange Act. The Issuer and the Technology Platform represent and warrant to the Escrow Agent that the Securities and the Offering will comply in all respects with applicable federal and state securities laws and further represent and warrant that the Issuer has obtained and acted upon the advice of legal counsel with respect to such compliance with applicable federal and state securities laws. The Issuer and the Technology Platform acknowledge that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Securities. In addition to any other indemnities provided for in this Agreement, the Issuer agrees to indemnify and hold harmless the Escrow Agent and each of its officers, directors, agents and employees from and against all claims, liabilities, losses and damages (including outside attorneys’ fees) incurred by the Escrow Agent or such persons and which directly or indirectly result from any violation or alleged violation of any federal or state securities laws.

9. Notices.

Any notices, elections, demands, requests and responses thereto permitted or required to be given under this Agreement shall be in writing, signed by or on behalf of the party giving the same, and addressed to the other party at the address of such other party set forth below or at such other address as such other party may designate in writing in accordance herewith. Any such notice, election, demand, request or response shall be addressed as follows and shall be deemed to have been delivered upon receipt by the addressee thereof:

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If to Escrow Agent:

Atlantic Capital Bank, N.A.

945 East Paces Ferry Road NE, Suite 1600

Atlanta GA  30327

Attn:     John Seeds

Email:   John.Seeds@atlcapbank.com

Tel:       404-995-6092

If to Issuer:

Attn: Mark Pickrell

Email: mark.pickrell@virtuososurgical.net

Tel: (615) 352-9519

Tax Identification Number: 81-2994832

If to Technology Platform:

Capital2Market LLC

1200 E Byrd Street, Suite 5200

Richmond VA, 23219

Attn:     David van Blaircom

Email:   david@capital2market.com

Tel:       804-256-3563

10. Successors and Assigns; Amendment.

The rights created by this Agreement shall inure to the benefit of and the obligations created hereby shall be binding upon the successors and assigns of the Escrow Agent and the Issuer; provided, however, that neither this Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of the other parties hereto. This Agreement may not be amended without the written consent of all parties in writing.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the regulations of the laws of the State of Delaware. Any disputes which arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts located in the Commonwealth of Virginia. Each of the parties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all parties and judgment on it may be entered in any court having jurisdiction. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable outside attorney’s fees. The parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the Commonwealth of Virginia. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in Virginia. In the event of the bringing of any action, or suit by a party hereto against the other party hereto, arising out of or relating to this Agreement, the party in whose favor the final judgment or award shall be entered shall be entitled to have and recover from the other party the costs and expenses incurred in connection therewith, including its reasonable outside attorneys’ fees and expenses.

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EACH OF THE TECHNOLOGY PLATFORM AND THE ISSUER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THE ENGAGEMENT OF THE TECHNOLOGY PLATFORM PURSUANT TO, OR THE PERFORMANCE BY THE TECHNOLOGY PLATFORM OF THE SERVICES CONTEMPLATED BY, THIS AGREEMENT.

12. Term.

This Agreement shall terminate and the Escrow Agent shall be discharged of all responsibilities hereunder at such time as the Escrow Agent shall have disbursed all Subscription Proceeds in accordance with the provisions of this Agreement; provided, however, that the provisions of Sections 4, 5, 6, 7 and 12 hereof shall survive any termination of this Agreement and any resignation or removal of the Escrow Agent.

13. Entire Agreement

This Agreement, including any exhibits, schedules, or separate agreements directly referenced herein, represents the entire and final agreement between the parties, and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

14. Force Majeure.

No party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

15. Waiver.

Neither the Technology Platform’s nor the Issuer’s failure to insist at any time upon strict compliance with this Agreement or any of its terms nor any continued course of such conduct on their part shall constitute or be considered a waiver by the Technology Platform or the Issuer of any of their respective rights or privileges under this Agreement.

16. Severability.

If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter hereof, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect.

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17. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart. Each of the parties hereto shall sign a sufficient number of counterparts so that each party will receive a fully executed original of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

ESCROW AGENT:
	Atlantic Capital Bank, National Association
		By:	/s/ John Seeds
			Name:	John Seeds
			Title:	SVP
ISSUER:
	VIRTUOSO SURGICAL, INC.
		By:	/s/ C. Mark Pickrell
			Name:	C. Mark Pickrell
			Title:	Chief Administrative Officer
TECHNOLOGY PLATFORM:
	CAPITAL2MARKET LLC
		By:	/s/ Victor MacLaughlin
			Name:	Victor MacLaughlin
			Title:	CEO

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