Exhibit 10.12


 


Indemnification
Agreement


 


This Indemnification Agreement
(this “Agreement”) is made and entered into this ___ day of ________________, 20___, by and between Vicarious Surgical
Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).


 


Recitals


 


Whereas,
qualified persons are reluctant to serve corporations as directors, officers or otherwise unless they are provided with broad indemnification
and insurance against claims arising out of their service to and activities on behalf of the corporations; and


 


Whereas,
the Company has determined that attracting and retaining such persons is in the best interests of the Company’s stockholders and
that it is reasonable, prudent and necessary for the Company to indemnify such persons to the fullest extent permitted by applicable law
and to provide reasonable assurance regarding insurance;


 


Now,
therefore, the Company and Indemnitee hereby agree as follows:


 


1. Defined
Terms; Construction.


 


(a) Defined
Terms. As used in this Agreement, the following terms shall have the following meanings:


 


“Board”
means the board of directors of the Company.


 


“Change in Control”
means, and shall be deemed to have occurred if, on or after the date of this Agreement,


 


(i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of
its subsidiaries acting in such capacity, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 25% of the total voting power
represented by the Company’s then outstanding Voting Securities (other than any Qualified Stockholder as defined in the Company’s
Second Amended and Restated Certificate of Incorporation),


 


(ii) during
any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election
by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof,


 






     


     


    

 


(iii) the
stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation
that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by
the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation,


 


(iv) the
stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company
of (in one transaction or a series of related transactions) all or substantially all of its assets, or


 


(v) the
Company files or has filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings,
or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Company.


 


“Corporate Status”
means the status of a person who is or was a director (or a member of any committee of the Board), officer, employee or agent (including
without limitation a manager of a limited liability company) of the Company or any of its subsidiaries, or of any predecessor thereof,
or is or was serving at the request of the Company as a director (or a member of any committee of a board of directors), officer, employee
or agent (including without limitation a manager of a limited liability company) of another entity, or of any predecessor thereof, including
service with respect to an employee benefit plan.


 


“Determination”
means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the
circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”), or (y) there is
no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular
standard of conduct (an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination
was required in connection with indemnification and the decision as to whether Indemnitee met the applicable standard of conduct.


 


“DGCL”
means the General Corporation Law of the State of Delaware, as amended from time to time.


 


“Expenses”
means all (i) attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses
of experts, witness and public relations consultants bonds and fees, costs of collecting and producing documents, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to
be a witness in, appealing or otherwise participating in a Proceeding or responding to, or objecting to, a request to provide discovery
in any Proceeding, (ii) damages, judgments, penalties, fines and amounts paid in settlement and any other amounts that Indemnitee becomes
legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or
advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes
bond or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any
Proceeding actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against
or by Indemnitee in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Company),
to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, participant in or a witness
with respect to, or by reason of Indemnitee’ Corporate Status.


 






    2


     


    

 


“Independent Legal
Counsel” means an attorney or firm of attorneys competent to render an opinion under the applicable law, selected in accordance
with the provisions of Section 5(e) hereof, who has not performed any services (other than services similar to those contemplated to be
performed by Independent Legal Counsel under this Agreement) for the Company or any of its subsidiaries or for Indemnitee within the last
three years.


 


“Proceeding”
means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including
without limitation a claim, counterclaim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing,
arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.


 


“Voting Securities”
means any securities of the Company that vote generally in the election of directors.


 


(b) Construction.
For purposes of this Agreement,


 


(i) References
to the Company and any of its “subsidiaries” shall include any corporation, limited liability company, partnership, joint
venture, trust or other entity or enterprise that before or after the date of this Agreement is party to a merger or consolidation with
the Company or any such subsidiary or that is a successor to the Company as contemplated by Section 8(e) hereof (whether or not such successor
has executed and delivered the written agreement contemplated by Section 8(e) hereof).


 


(ii) References
to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan.


 


(iii) References
to a “witness” in connection with a Proceeding shall include any interviewee or person called upon to produce documents in
connection with such Proceeding.


 


2. Agreement
to Serve.


 


Indemnitee agrees to serve
as a director or officer of the Company or one or more of its subsidiaries and in such other capacities as Indemnitee may serve at the
request of the Company from time to time, and by its execution of this Agreement the Company confirms its request that Indemnitee serve
as a director or officer and in such other capacities. Indemnitee shall be entitled to resign or otherwise terminate such service with
immediate effect at any time, and neither such resignation or termination nor the length of such service shall affect Indemnitee’s
rights under this Agreement. This Agreement shall not constitute an employment agreement, supersede any employment agreement to which
Indemnitee is a party or create any right of Indemnitee to continued employment or appointment.


 






    3


     


    

 


3. Indemnification.


 


(a) General
Indemnification. The Company agrees to indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law in
effect on the date hereof or as amended to increase the scope of permitted indemnification, against all Expenses, losses, and liabilities
(including all interest, taxes, assessments and other charges in connection therewith) incurred by Indemnitee or on Indemnitee’s
behalf in connection with any Proceeding or part thereof in any way connected with, resulting from or relating to Indemnitee’s Corporate
Status.


 


(b) Additional
Indemnification Rights Regarding Enforcement Expenses. Without limiting the foregoing, in the event any Proceeding is initiated by
Indemnitee, the Company, or any other person to enforce or interpret this Agreement or any rights of Indemnitee to indemnification or
advancement of Expenses (or related obligations of Indemnitee) under the Company’s or any such subsidiary’s certificate of
incorporation, bylaws, or other organizational agreement or instrument, any other agreement to which Indemnitee and the Company or any
of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable
law, or any liability insurance policy, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding in proportion to the success achieved by Indemnitee in such Proceeding and the efforts required
to obtain such success, as determined by the court presiding over such Proceeding.


 


(c) Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of
any Expenses, losses and liabilities incurred by Indemnitee, but not for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for such portion.


 


(d) Nonexclusivity.
The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the
certificate of incorporation, bylaws or other organizational agreement or instrument of the Company or any of its subsidiaries, any other
agreement, any vote of stockholders or directors, the DGCL, any other applicable law or any liability insurance policy.


 


(e) Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated under this Agreement to indemnify Indemnitee:


 


(i) For
Expenses incurred in connection with Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim
or crossclaim, except (x) as contemplated by Section 3(b) hereof, (y) in specific cases if the Board has approved the initiation or bringing
of such Proceeding, and (z) as may be required by law.


 


(ii) For
an accounting or disgorgement of profits arising from the purchase and sale by Indemnitee of securities within the meaning of Section
16(b) of the Exchange Act, or any similar provisions of any federal, state or local law if the final, non-appealable judgment of a court
of competent jurisdiction finds Indemnitee to be liable for disgorgement under such Section 16(b).


 






    4


     


    

 


(iii) For
any compensation disgorged by a director or officer pursuant to an enforcement action under Section 304 of the Sarbanes-Oxley Act or for
violations of Regulation BTR.


 


(iv) On
account of Indemnitee’s conduct that is established by a final, non-appealable judgment of a court of competent jurisdiction as
knowingly fraudulent, deliberately dishonest or constituting willful misconduct.


 


(v) For
which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity
clause, bylaw or agreement, except in respect of any excess beyond payment actually received by Indemnitee under such insurance, clause,
bylaw or agreement.


 


(vi) If
and to the extent indemnification is prohibited by applicable law.


 


(f) Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute such documents and do such acts as the Company may reasonably request to secure such rights and to enable
the Company effectively to bring suit to enforce such rights.


 


4. Advancement
of Expenses.


 


The Company shall pay all
Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s
Corporate Status, other than a Proceeding initiated by Indemnitee for which the Company would not be obligated to indemnify Indemnitee
pursuant to Section 3(e)(i) hereof, in advance of the final disposition (in accordance with Section 5(c) hereof) of such Proceeding and
without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an
Adverse Determination has been made, except as contemplated by the last sentence of Section 5(f) hereof. The right to advances under this
Section 4 shall in all events continue until final disposition of any Proceeding, including any appeal therein. Advances shall be made
without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification
under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of
this Agreement, and Indemnitee shall repay such amounts advanced only if and to the extent that it shall ultimately be determined in a
decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the
Company for such Expenses. The right to advancement described in this Section 4 is vested. Such repayment obligation shall be unsecured
and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee
additional undertakings regarding repayment.


 






    5


     


    

 


5. Indemnification
Procedure.


 


(a) Notice
of Proceeding; Cooperation. Indemnitee shall give the Company notice in writing as soon as practicable, and in any event, no later
than 30 days after Indemnitee becomes aware, of any Proceeding for which indemnification will or could be sought under this Agreement,
provided that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement
unless and to the extent that (i) none of the Company and its subsidiaries are party to or aware of such Proceedings and (ii) the Company
is materially prejudiced by such failure.


 


(b) Settlement.
The Company shall not, without the prior written consent of Indemnitee, which consent may be withheld in Indemnitee’s sole discretion,
effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee unless such settlement
solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability
on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with
such matters. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee
if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably
withheld.


 


(c) Request
for Payment; Timing of Payment. To obtain indemnification payments or advances under this Agreement, Indemnitee shall submit to the
Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the
Company and reasonably available to Indemnitee. The Company shall make any indemnification payments to Indemnitee required hereunder no
later than 30 days, and any advances to Indemnitee no later than 20 days, after receipt of the written request of Indemnitee.


 


(d) Determination.
The Company intends that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 3 hereof and that
no Determination shall be required in connection with such indemnification. In no event shall a Determination be required either in connection
with advancement of Expenses pursuant to Section 4 hereof or in connection with indemnification for Expenses incurred as a witness or
incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits or otherwise.
Any decision that a Determination is required by law in connection with any other claim for indemnification by Indemnitee, and any such
Determination, shall be made within 30 days after receipt of Indemnitee’s written request for indemnification, as follows:


 


(i) If
no Change in Control has occurred, (w) by a majority vote of the directors of the Company who are not parties to such Proceeding, even
though less than a quorum, with the advice of Independent Legal Counsel, or (x) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, with the advice of Independent Legal Counsel, or (y) if there are no such directors,
or if such directors so direct, by Independent Legal Counsel in a written opinion to the Company and Indemnitee, or (z) by the stockholders
of the Company.


 


(ii) If
a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the Company and Indemnitee.


 






    6


     


    

 


The Company shall pay all Expenses incurred by
Indemnitee in connection with a Determination.


 


(e) Independent
Legal Counsel. If no Change in Control has occurred, Independent Legal Counsel shall be selected by the Board and approved by Indemnitee,
which approval shall not be unreasonably withheld or delayed. If a Change in Control has occurred, Independent Legal Counsel shall be
selected by Indemnitee and approved by the Company, which approval shall not be unreasonably withheld or delayed. The Company shall pay
the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all expenses (including attorneys’
fees), claims, liabilities and damages arising out of or relating to its engagement pursuant to this Agreement.


 


(f) Consequences
of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge a Favorable Determination.
If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances
of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such Adverse
Determination and/or to require the Company to make such payments or advances. Indemnitee shall be entitled to be indemnified for all
Expenses incurred in connection with such a Proceeding in accordance with Section 3(b) hereof and to have such Expenses advanced by the
Company in accordance with Section 4 hereof. If Indemnitee fails to timely challenge an Adverse Determination, or if Indemnitee challenges
an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from
which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the
Company shall not be obligated to indemnify or advance Expenses to Indemnitee under this Agreement.


 


(g) Presumptions;
Burden and Standard of Proof. In connection with any Determination, or any review of any Determination, by any person, including a
court:


 


(i) It
shall be a presumption that a Determination is not required.


 


(ii) It
shall be a presumption that Indemnitee has met the applicable standard of conduct and that indemnification of Indemnitee is proper in
the circumstances.


 


(iii) The
burden of proof shall be on the Company to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption
shall only be overcome if the Company establishes that there is no reasonable basis to support it.


 


(iv) The
termination of any Proceeding by judgment, order, finding, settlement (whether with or without court approval) or conviction, or upon
a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that Indemnitee
did not meet the applicable standard of conduct, that the Proceeding was not successful on the merits or otherwise or that a court has
determined that indemnification is not permitted by this Agreement or otherwise.


 


(v) Neither
the failure of any person or persons to have made a Determination nor an Adverse Determination by any person or persons shall be a defense
to Indemnitee’s claim or create a presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding
commenced by Indemnitee pursuant to Section 5(f) hereof shall be de novo with respect to all determinations of fact and law.


 






    7


     


    

 


6. Directors
and Officers Liability Insurance.


 


(a) Maintenance
of Insurance. So long as the Company or any of its subsidiaries maintains liability insurance for any directors, officers, employees
or agents of any such person, the Company shall ensure that Indemnitee is covered by such insurance in such a manner as to provide Indemnitee
the same rights and benefits as are accorded to the most favorably insured of the Company’s and its subsidiaries’ then current
directors and officers. If at any date (i) such insurance ceases to cover acts and omissions occurring during all or any part of the period
of Indemnitee’s Corporate Status or (ii) neither the Company nor any of its subsidiaries maintains any such insurance, the Company
shall ensure that Indemnitee is covered, with respect to acts and omissions prior to such date, for at least six years (or such shorter
period as is available on commercially reasonable terms) from such date, by other directors and officers liability insurance, in amounts
and on terms (including the portion of the period of Indemnitee’s Corporate Status covered) no less favorable to Indemnitee than
the amounts and terms of the liability insurance maintained by the Company on the date hereof.


 


(b) Notice
to Insurers. Upon receipt of notice of a Proceeding pursuant to Section 5(a) hereof, the Company shall give or cause to be given prompt
notice of such Proceeding to all insurers providing liability insurance in accordance with the procedures set forth in all applicable
or potentially applicable policies. The Company shall thereafter take all necessary action to cause such insurers to pay all amounts payable
in accordance with the terms of such policies.


 


7. Exculpation,
etc.


 


(a) Limitation
of Liability. Indemnitee shall not be personally liable to the Company or any of its subsidiaries or to the stockholders of the Company
or any such subsidiary for monetary damages for breach of fiduciary duty as a director of the Company or any such subsidiary; provided,
however, that the foregoing shall not eliminate or limit the liability of Indemnitee (i) for any breach of Indemnitee’s duty
of loyalty to the Company or such subsidiary or the stockholders thereof; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL or any similar provision of other applicable
corporations law; or (iv) for any transaction from which Indemnitee derived an improper personal benefit. If the DGCL or such other applicable
law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of Indemnitee
shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by the DGCL or such other applicable
law as so amended.


 


(b) Period
of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company or any
of its subsidiaries against Indemnitee or Indemnitee’s estate, spouses, heirs, executors, personal or legal representatives, administrators
or assigns after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period,
provided that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall
govern.


 






    8


     


    

 


8. Miscellaneous.


 


(a) Non-Circumvention.
The Company shall not seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere,
and shall not take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting
or otherwise interfering, with the performance of the Company’s indemnification, advancement or other obligations under this Agreement.


 


(b) Severability.
If any section or part of this Agreement shall be adjudged invalid by a court of competent jurisdiction, the remainder of the Agreement
shall not be affected thereby and shall remain in full force and effect.


 


(c) Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) on
the date of delivery if delivered personally, or by electronic mail or facsimile, upon confirmation of receipt, (ii) on the first business
day following the date of dispatch if delivered by a recognized next-day courier service or (iii) on the third business day following
the date of mailing if delivered by domestic registered or certified mail, properly addressed, or on the fifth business day following
the date of mailing if sent by airmail from a country outside of the United States of America, to Indemnitee at the address shown on the
signature page of this Agreement, to the Company at the address shown on the signature page of this Agreement, or in either case as subsequently
modified by written notice.


 


(d) Amendment
and Termination; Waivers. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is
in writing signed by all the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.


 


(e) Successors
and Assigns. This Agreement shall be binding upon the Company and its respective successors and assigns, including without limitation
any acquiror of all or substantially all of the Company’s stock, assets or business, and any survivor of any merger or consolidation
to which the Company is party, and shall inure to the benefit of and be enforceable by Indemnitee and Indemnitee’s estate, spouses,
heirs, executors, personal or legal representatives, administrators and assigns. The Company shall require and cause any such successor,
by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement as if it
were named as the Company herein, and the Company shall not permit any such purchase of assets or business, acquisition of securities
or merger or consolidation to occur until such written agreement has been executed and delivered. No such assumption and agreement shall
relieve the Company of any of its obligations hereunder, and this Agreement shall not otherwise be assignable by the Company. This Agreement
is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or
any rights or obligations. Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder
shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s
will or by estate law, and, in the event of any attempted assignment or transfer contrary to this Section 8(e), the Company shall have
no liability to pay any amount so attempted to be assigned or transferred.


 


(f) Choice
of Law; Consent to Jurisdiction. This Agreement shall be governed by and its provisions construed in accordance with the laws of the
State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without
regard to the conflict of law principles thereof. The Company and Indemnitee each hereby irrevocably consents to the jurisdiction of the
courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and
agrees that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.


 


(g) Integration
and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties
hereto, provided that the provisions hereof shall not supersede the provisions of the Company’s certificate of incorporation, bylaws
or other organizational agreement or instrument, any other agreement, any vote of stockholders or directors, the DGCL or other applicable
law, to the extent any such provisions shall be more favorable to Indemnitee than the provisions hereof.


 


(h) Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


[Remainder of this page intentionally left blank]


 




    9


     


    

 


 


In Witness
Whereof, the parties hereto have executed this Agreement as of the date first above written.


 





	 	VICARIOUS SURGICAL INC.
	 	 	 
	 	 
	 	 
	 	By: 	         
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address:  	 
	 	 	 
	 	 	 
	 	INDEMNITEE
	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address: 	 
	 	 	 
	 	 	 


 


 


 


10