Exhibit 10.10


 


VICARIOUS SURGICAL INC.


 


2021 EQUITY INCENTIVE PLAN


 


		1.	DEFINITIONS.



 


Unless otherwise specified
or unless the context otherwise requires, the following terms, as used in this Vicarious Surgical Inc. 2021 Equity Incentive Plan, have
the following meanings:


 


Administrator means the Board of Directors,
unless it has delegated power to act on its behalf to the Committee, in which case the term “Administrator” means the Committee.


 


Affiliate means a corporation or other
entity, which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.


 


Agreement means a written or electronic
document setting forth the terms of a Stock Right delivered pursuant to the Plan, in such form as the Administrator shall approve.


 


Agreement and Plan of Merger means that
certain Agreement and Plan of Merger, dated as of April 15, 2021 by and among D8 Holdings Corp., Snowball Merger Sub, Inc., Vicarious
Surgical Inc. and Adam Sachs, in his capacity as the Stockholder Representative.


 


Board of Directors
means the Board of Directors of the Company.


 


Cause means, with respect to a Participant
(a) dishonesty with respect to the Company or any Affiliate, (b) the Administrator's determination that the Participant failed to
carry out, or comply with any lawful and reasonable directive of the Board of Directors or the Participant's immediate supervisor or the
Participant’s insubordination, substantial malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information
or trade secrets of the Company or any Affiliate, (d) breach by a Participant of any provision of any employment, severance, consulting,
advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate or any material
written policy of the Company or any Affiliate, including, without limitation, any award agreement entered into pursuant to this Plan,
(e) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in)
the Participant's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or
indictable offense or crime involving moral turpitude, (f) the Participant's commission of an act of fraud, embezzlement, misappropriation,
misconduct, or breach of fiduciary duty against the Company or any Affiliate, and (g) conduct substantially prejudicial to the business
of the Company or any Affiliate; provided, however, that any provision in an agreement between a Participant and the Company or an Affiliate,
which contains a conflicting definition of Cause for termination and which is in effect at the time of such termination, shall supersede
this definition with respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive
on the Participant and the Company.


 


Class A Common Stock means shares of the
Company’s Class A common stock, $0.0001 par value per share.


 


Class B Common Stock means shares of the
Company’s Class B common stock, $0.0001 par value per share.


 


Closing means the date on which the transactions
contemplated by the Agreement and Plan of Merger are consummated.


 




     


     


    

 


Code means the United States Internal Revenue
Code of 1986, as amended including any successor statute, regulation and guidance thereto.


 


Committee means the committee of the Board
of Directors, if any, to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.


 


Common Stock means the Class A Common Stock
and the Class B Common Stock, individually or collectively, as the context requires.


 


Company means Vicarious Surgical Inc.,
a Delaware corporation.


 


Consultant means any natural person who
is an advisor or consultant who provides bona fide services to the Company or its Affiliates, provided that such services are not in connection
with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market
for the Company’s or its Affiliates’ securities.


 


Corporate Transaction
means a merger, consolidation, or sale of all or substantially all of the Company’s assets or the acquisition of all of the
outstanding voting stock of the Company (or similar transaction) in a single transaction or a series of related transactions by a single
entity, other than a transaction to merely change the state of incorporation or in which the Company is the surviving corporation. Where
a Corporate Transaction involves a tender offer that is reasonably expected to be followed by a merger (as determined by the Administrator),
the Corporate Transaction will be deemed to have occurred upon consummation of the tender offer.


 


Disability or Disabled means permanent
and total disability as defined in Section 22(e)(3) of the Code.


 


Employee means any employee of the Company
or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate),
designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.


 


Exchange Act
means the United States Securities Exchange Act of 1934, as amended.


 


Fair Market Value
of a Share of Class A Common Stock means:


 


If the Class A Common Stock is listed on a national
securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Class A Common Stock, the
closing or, if not applicable, the last price of the Class A Common Stock on the composite tape or other comparable reporting system for
the trading day on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date;


 


If the Class A Common Stock is not traded on a
national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Class A
Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Class A Common Stock are regularly
reported, the mean between the bid and the asked price for the Class A Common Stock at the close of trading in the over-the-counter market
for the most recent trading day on which Class A Common Stock was traded on the applicable date and if such applicable date is not a trading
day, the last market trading day prior to such date; and


 




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If the Class A Common Stock is neither listed
on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine
in compliance with applicable laws.


 


ISO means a stock option intended to qualify
as an incentive stock option under Section 422.


 


Non-Qualified Option
means a stock option which is not intended to qualify as an ISO.


 


Option means an ISO or Non-Qualified Option
granted under the Plan.


 


Participant means an Employee, director
or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant”
shall include “Participant’s Survivors” where the context requires.


 


Performance-Based Award means a Stock Grant
or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Paragraph 9 hereof.


 


Performance Goals means performance goals
determined by the Committee in its sole discretion and set forth in an Agreement. The satisfaction of Performance Goals shall be subject
to certification by the Committee. The Committee has the authority to take appropriate action with respect to the Performance Goals (including,
without limitation, making adjustments to the Performance Goals or determining the satisfaction of the Performance Goals in connection
with a Corporate Transaction) provided that any such action does not otherwise violate the terms of the Plan.


 


Plan means this
Vicarious Surgical Inc. 2021 Equity Incentive Plan.


 


Prior Plan means
the Vicarious Surgical Inc. 2014 Stock Incentive Plan.


 


SAR means a
stock appreciation right.


 


Section 409A
means Section 409A of the Code.


 


Section 422
means Section 422 of the Code.


 


Securities Act
means the United States Securities Act of 1933, as amended.


 


Shares means shares of the Class A Common
Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed
or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury, or both.


 


Stock-Based Award means a grant by the
Company under the Plan of an equity award or an equity based award, which is not an Option, or a Stock Grant.


 


Stock Grant
means a grant by the Company of Shares under the Plan.


 


Stock Right means an ISO, a Non-Qualified
Option, a Stock Grant or a Stock-Based Award or a right to Shares or the value of Shares of the Company granted pursuant to the Plan.


 




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Substitute Award means an award issued
under the Plan in substitution for one or more equity awards of an acquired company that are converted, replaced or adjusted in connection
with the acquisition.


 


Survivor means a deceased Participant’s
legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws
of descent and distribution.


 


		2.	PURPOSES OF THE PLAN.



 


The Plan is intended to encourage
ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain
such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to
promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants
and Stock-Based Awards.


 


		3.	SHARES SUBJECT TO THE PLAN.



 


(a) The
number of Shares that may be issued from time to time pursuant to this Plan shall be the sum of: (i) 6,590,000 shares of Class A Common
Stock, and (ii) that number of shares issuable upon exercise of outstanding options under the Prior Plan, determined immediately prior
to the Closing, multiplied by the Fully Diluted Adjusted Merger Consideration (as defined in the Agreement and Plan of Merger).


 


(b) If
an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire (at
not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires
or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which
were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan; provided, however, that
the number of Shares underlying any awards under the Plan that are retained or repurchased on the exercise of an Option or the vesting
or issuance of any Stock Right to cover the exercise price and/or tax withholding required by the Company in connection with vesting shall
not be added back to the Shares available for issuance under the Plan; and provided, further that, in the case of ISOs, the foregoing
provisions shall be subject to any limitations under the Code. In addition, any Shares repurchased using exercise price proceeds will
not be available for issuance under the Plan.


 


(d) The
maximum number of Shares available for grant under the Plan as ISOs will be equal to 18,384,074. The limits set forth in this Paragraph
3 will be construed to comply with the applicable requirements of Section 422.


 


(e) The
Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements of Section 422 and the regulations
thereunder and other applicable legal requirements (including applicable stock exchange requirements), Shares issued in respect of Substitute
Awards will be in addition to and will not reduce the shares available under the Plan. Notwithstanding the foregoing, if any Substitute
Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance
or retention of Shares, the Shares previously subject to such Award will not be available for future issuance under the Plan. The Administrator
will determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at all; provided, however, that
Substitute Awards will not be subject to the limits described in Paragraph 4(c) below.


 






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		4.	ADMINISTRATION OF THE PLAN.



 


The Administrator of the Plan
will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the
Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:


 


(a) Interpret
the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the
administration of the Plan;


 


(b) Determine
which Employees, directors and Consultants shall be granted Stock Rights;


 


(c) Determine
the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall the aggregate
grant date fair value (determined in accordance with ASC 718) of Stock Rights to be granted and any other cash compensation paid to any
non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such non-employee director initially
joins the Board of Directors.


 


(d) Specify
the terms and conditions upon which a Stock Right or Stock Rights may be granted provided that no dividends or dividend equivalents shall
be paid on any Stock Right prior to the vesting of the underlying Shares.


 


(e) Amend
any term or condition of any outstanding Stock Right, provided that (i) such term or condition as amended is not prohibited by the Plan
and (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s
consent or in the event of death of the Participant the Participant’s Survivors.


 


(f) Determine
and make any adjustments in the Performance Goals included in any Performance-Based Awards; and


 


(g) Adopt
any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take
advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration
of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant
to a Stock Right;


 


Subject to the foregoing, the interpretation and
construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise
determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board
of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.


 


To the extent permitted under
applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one
or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The
Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the
Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer”
of the Company as defined by Rule 16a-1 under the Exchange Act.


 






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		5.	ELIGIBILITY FOR PARTICIPATION.






 


The Administrator will, in
its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant
of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize
the grant of a Stock Right to a person in anticipation of such person becoming an Employee, director or Consultant of the Company or of
an Affiliate, provided, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a
Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees.
Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an
Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify that individual
from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate
for Employees, directors or Consultants.


 


		6.	TERMS AND CONDITIONS OF OPTIONS.



 


Each Option shall be set forth
in an Option Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.
The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically
required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders
of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:


 


(a) Non-Qualified
Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines
to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:


 


(i) Exercise
Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option which exercise price
shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of the Class A Common Stock on
the date of grant of the Option.


 


(ii) Number
of Shares: Each Option Agreement shall state the number of Shares to which it pertains.


 


(iii) Vesting:
Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised,
and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence
of certain performance conditions or the attainment of stated goals or events. 


 


(iv) Term
of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement
may provide.


 


(b) ISOs:
Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes,
and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines
are appropriate but not in conflict with Section 422 and relevant regulations and rulings of the Internal Revenue Service:


 


(i) Minimum
Standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(a) above, except
clause (i) and (iv) thereunder.


 






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(ii) Exercise
Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in
Section 424(d) of the Code:


 


		A.	10% or less of the total combined voting power of all classes of
stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 100% of the
Fair Market Value per share of the Class A Common Stock on the date of grant of the Option; or



 


		B.	More than 10% of the total combined voting power of all classes of stock
of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of the Fair
Market Value per share of the Class A Common Stock on the date of grant of the Option.



 


(iii)
Term of Option: For Participants who own:


 


		A.	10% or less of the total combined voting power of all classes of
stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time
as the Option Agreement may provide; or



 


		B.	More than 10% of the total combined voting power of all classes of stock
of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as
the Option Agreement may provide.



 


(iv)
Limitation on Yearly Exercise: To the extent that aggregate Fair Market Value (determined on the
date each ISO is granted) of the Shares with respect to which ISOs are exercisable for the first time by the Participant in any calendar
year exceeds $100,000, such Options shall be treated as Non-Qualified Options even if denominated ISOs at grant.


 


(c) Except
in connection with a corporate transaction involving the Company (which term includes, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares)
or as otherwise contemplated by Paragraph 24 below, the Company may not, without obtaining stockholder approval, (i) amend the terms of
outstanding Options to reduce the exercise price of such Options, (ii) cancel outstanding Options in exchange for Options that have an
exercise price that is less than the exercise price value of the original Options, or (iii) cancel outstanding Options that have an exercise
price greater than the Fair Market Value of a Share on the date of such cancellation in exchange for cash or other consideration.


 


		7.	TERMS AND CONDITIONS OF STOCK GRANTS.



 


Each Stock Grant to a Participant
shall state the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company,
by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:


 


(a) Each
Agreement shall state the purchase price per Share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined
by the Administrator on the date of the grant of the Stock Grant;


 


(b) Each
Agreement shall state the number of Shares to which the Stock Grant pertains;


 




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(c) Each
Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including
the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the purchase
price therefor, if any; and


 


(d) Dividends
(other than stock dividends to be issued pursuant to Paragraph 24 of the Plan) may accrue but shall not be paid prior to the time, and
may be paid only to the extent that, the restrictions or rights to reacquire the Shares subject to the Stock Grant lapse. Any entitlement
to dividend equivalents or similar entitlements will be established and administered either consistent with an exemption from, or in compliance
with the applicable requirements of Section 409A.


 


		8.	TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.



 


The Administrator shall have
the right to grant other Stock-Based Awards based upon the Class A Common Stock having such terms and conditions as the Administrator
may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into
Shares and the grant of SARs, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in
an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement
shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate
and in the best interest of the Company. Each Agreement shall include the terms of any right of the Company including the right to terminate
the Stock-Based Award without the issuance of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares
shall be issued, provided that dividends (other than stock dividends to be issued pursuant to Paragraph 24 of the Plan) or dividend equivalents
may accrue but shall not be paid prior to and may be paid only to the extent that the Shares subject to the Stock-Based Award vest. Under
no circumstances may the Agreement covering SARs (a) have an exercise or base price (per share) that is less than the Fair Market Value
per share of Class A Common Stock on the date of grant or (b) expire more than ten years following the date of grant.


 


		9.	PERFORMANCE-BASED AWARDS.



 


The
Committee shall determine whether, with respect to a performance period, the applicable Performance Goals have been met with respect to
a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based
Awards will be issued for such performance period until such certification is made by the Committee. The number of Shares issued in respect
of a Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined
by the Committee in its sole discretion after the end of such performance period, and any dividends (other than stock dividends to be
issued pursuant to Paragraph 24 of the Plan) or dividend equivalents that accrue shall only be paid in respect of the number of Shares
earned in respect of such Performance-Based Award. 


 






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		10.	EXERCISE OF OPTIONS AND ISSUE OF SHARES.






 


An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator,
which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph
for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement.
Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to
the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation
required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised
shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery
of shares of Class A Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market
Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being
exercised; or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise
of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the
number of Shares as to which the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless
exercise program established with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the Administrator,
by any combination of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration
as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an
ISO as is permitted by Section 422.


 


The Company shall then reasonably
promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the
case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including,
without limitation, federal securities laws) that requires the Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be fully paid, non-assessable Shares.


 


		11.	PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED
AWARDS AND ISSUE OF SHARES.



 


Any Stock Grant or Stock-Based
Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be
made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Class
A Common Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal
as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) by delivery of a promissory note, if the
Board of Directors has expressly authorized the loan of funds to the Participant for the purpose of enabling or assisting the Participant
to effect such purchase; (d) at the discretion of the Administrator, by any combination of (a) through (c) above; or (e) at the discretion
of the Administrator, by payment of such other lawful consideration as the Administrator may determine.


 


The Company shall when required
by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the
Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable
Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery
of the Shares may be delayed by the Company if the Administrator determines it is necessary to comply with any law or regulation (including,
without limitation, federal securities laws) which requires the Company to take any action with respect to the Shares prior to their issuance.


 


		12.	RIGHTS AS A SHAREHOLDER.



 


No Participant to whom a Stock
Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise
of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the
Shares being purchased and registration of the Shares in the Company’s share register in the name of the Participant.


 




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		13.	ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.



 


By its terms, a Stock Right
granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution,
or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may
be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above
shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the
Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except
as provided above during the Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant (or
his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment
or similar process upon a Stock Right, shall be null and void.


 


		14.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, OR
DEATH OR DISABILITY.



 


Except as otherwise provided
in a Participant’s Option Agreement in the event of a termination of service (whether as an Employee, director or Consultant) with
the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:


 


(a) A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination
for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise any
Option granted to such Participant to the extent that the Option is exercisable on the date of such termination of service, but only within
such term as the Administrator has designated in a Participant’s Option Agreement.


 


(b) Except
as provided in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later than
three months after the Participant’s termination of employment.


 


(c) The
provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled
or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability
or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s
Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after
the date of expiration of the term of the Option.


 


(d) Notwithstanding
anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination
of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior or subsequent to the Participant’s
termination, the Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any
right to exercise any Option.


 




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(e) A
Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability
(any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during
the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director
status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however,
that, for ISOs, any leave of absence granted by the Administrator of greater than three months, unless pursuant to a contract or statute
that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option on the date that is six months following
the commencement of such leave of absence.


 


(f) Except
as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by
any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be
an Employee, director or Consultant of the Company or any Affiliate.


 


		15.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.



 


Except as otherwise provided
in a Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director
or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options have
been exercised:


 


(a) All
outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will immediately
be forfeited.


 


(b) Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s
finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service
but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged
in conduct which would constitute Cause, then the right to exercise any Option is forfeited.


 


		16.	EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.



 


Except as otherwise provided
in a Participant’s Option Agreement:


 


(a) A
Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise
any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the date of
the Participant’s termination of service due to Disability; and in the event rights to exercise the Option accrue periodically,
to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional
vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based
upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due
to Disability.


 


(b) A
Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s termination
of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the
Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant
or, if earlier, within the originally prescribed term of the Option.


 


(c) The
Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure
for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall
be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator,
the cost of which examination shall be paid for by the Company.


 




    11


     


    

 


		17.	EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.



 


Except as otherwise provided
in a Participant’s Option Agreement:


 


(a) In
the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate,
such Option may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but has not been
exercised on the date of death; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died.
The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.


 


(b) If
the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year
after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some
or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier,
within the originally prescribed term of the Option.


 


		18.	EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED
AWARDS.



 


In the event of a termination
of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has
accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.


 


For purposes of this Paragraph
18 and Paragraph 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from
work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph
1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such
absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate,
except as the Administrator may otherwise expressly provide.


 


In addition, for purposes
of this Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates
shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee,
director or Consultant of the Company or any Affiliate.


 


		19.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE
OTHER THAN FOR CAUSE, DEATh or DISABILITY.



 


Except as otherwise provided
in a Participant’s Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant),
other than termination for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before all
forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase
that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights have
not lapsed.


 




    12


     


    




 


		20.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE
FOR CAUSE.



 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or
Consultant) with the Company or an Affiliate is terminated for Cause:


 


(a) All
Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company shall have
a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated
for Cause.


 


(b) Cause
is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s
finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service,
that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause,
then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture provisions or as to which the Company
had a repurchase right on the date of termination shall be immediately forfeited to the Company.


 


		21.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE
FOR DISABILITY.



 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the
Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase
have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions
or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject
to such Stock Grant or Stock-Based Award through the date of Disability as would have lapsed had the Participant not become Disabled.
The proration shall be based upon the number of days accrued prior to the date of Disability.


 


The Administrator shall make
the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination
is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination
shall be paid for by the Company.


 


		22.	EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE,
DIRECTOR OR CONSULTANT.



 


Except as otherwise provided
in a Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee,
director or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s rights of repurchase
have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights
of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such
Stock Grant or Stock-Based Award through the date of death as would have lapsed had the Participant not died. The proration shall be based
upon the number of days accrued prior to the Participant’s date of death.


 




    13


     


    




 


(b) At
the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance
with the Securities Act without registration thereunder.


 


		23.	DISSOLUTION OR LIQUIDATION OF THE COMPANY.



 


Upon the dissolution or liquidation
of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based
Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided,
however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant
or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any
Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution
or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless
otherwise determined by the Administrator or specifically provided in the applicable Agreement.


 


		24.	ADJUSTMENTS.



 


Upon the occurrence of any
of the following events, a Participant’s rights with respect to any Stock Right granted to such Participant hereunder shall be adjusted
as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement.


 


(a) Changes
with respect to Shares of Common Stock.


 


(i) If
(1) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall
issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (2) additional shares or new or different
shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, each Stock
Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or decreased proportionately, and
appropriate adjustments shall be made including, in the exercise, base or purchase price per share and in the Performance Goals applicable
to outstanding Performance-Based Awards to reflect such events. The number of Shares subject to the limitations in Paragraphs 3(a), 3(b),
3(d) and 4(c) shall also be proportionately adjusted upon the occurrence of such events.


 


(ii) 
The Administrator may also make adjustments of the type described in Paragraph 24(a) above to take into account distributions to
stockholders other than those provided for in Paragraphs 24(b) below, or any other event, if the Administrator determines that adjustments
are appropriate to avoid distortion in the operation of the Plan or any Award, having due regard for the qualification of ISOs under Section
422, the requirements of Section 409A, to the extent applicable.


 


(ii) References
in the Plan to Shares will be construed to include any stock or securities resulting from an adjustment pursuant to this Paragraph 24(a).


 




    14


     


    

 


(b) Corporate
Transactions. If the Company is to be consolidated with or acquired by another entity in a Corporate Transaction, the Administrator
or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), may, as
to outstanding Options, take any of the following actions: (i) make appropriate provision for the continuation of such Options by substituting
on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares
of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written
notice to the Participants, provide that such Options must be exercised (either (A) to the extent then exercisable or (B) at the discretion
of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph), within a specified
number of days of the date of such notice, at the end of which period such Options which have not been exercised shall terminate; or (iii)
terminate such Options in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction
to a holder of the number of shares of Common Stock into which such Option would have been exercisable (either (A) to the extent then
exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of
this Subparagraph) less the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause
(iii) above, in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration
other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors. For the avoidance of
doubt, if the per share exercise price of an Option or portion thereof is equal to or greater than the Fair Market Value of one Share
of Common Stock, such Option may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


With respect to outstanding
Stock Grants or Stock-Based Awards, the Administrator or the Successor Board, shall make appropriate provision for the continuation of
such Stock Grants or Stock-Based Awards on the same terms and conditions by substituting on an equitable basis for the Shares then subject
to such Stock Grants or Stock-Based Awards either the consideration payable with respect to the outstanding Shares of Common Stock in
connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection
with any Corporate Transaction, the Administrator may provide that each outstanding Stock Grant or Stock-Based Award shall be terminated
in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of
the number of shares of Common Stock comprising such Stock Grant or Stock-Based Award (to the extent such Stock Grant or Stock-Based Award
is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture
and repurchase rights being waived). For the avoidance of doubt, if the purchase or base price of a Stock Grant or Stock-Based Award or
portion thereof is equal to or greater than the Fair Market Value of one Share of Common Stock, such Stock Grant or Stock-Based Award,
as applicable, may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


In taking any of the actions
permitted under this Paragraph 24(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights
held by a Participant, or all Stock Rights of the same type, identically.


 


(c) Recapitalization
or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant
to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant
upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the
price paid upon such exercise or acceptance if any, the number of replacement securities which would have been received if such Option
had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.


 


(d) Adjustments
to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding Stock-Based
Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor Board
shall determine the specific adjustments to be made under this Paragraph 24, including, but not limited to the effect of any, Corporate
Transaction and, subject to Paragraph 4, its determination shall be conclusive.


 




    15


     


    

 


(e) Termination
of Awards upon Consummation of a Corporate Transaction. Except as the Administrator may otherwise determine, each Stock Right
will automatically terminate (and in the case of outstanding Shares of restricted Common Stock, will automatically be forfeited) immediately
upon the consummation of a Corporate Transaction, other than (i) any award that is assumed, continued or substituted pursuant to Paragraph
24(b) above, and (ii) any cash award that by its terms, or as a result of action taken by the Administrator, continues following the consummation
of the Corporate Transaction.


 


		25.	ISSUANCES OF SECURITIES.



 


(a) Except
as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to
Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without
limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.


 


(b) The
Company will not be obligated to issue any Shares pursuant to the Plan or to remove any restriction from Shares previously issued under
the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance of such Shares have been addressed
and resolved; (ii) if the outstanding Shares is at the time of issuance listed on any stock exchange or national market system, the Shares
to be issued have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions
of the award have been satisfied or waived. The Company may require, as a condition to the exercise of an award or the issuance of Shares
under an award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the Securities
Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Shares issued under the Plan will be evidenced in such
manner as the Administrator determines appropriate, including book-entry registration or delivery of stock certificates. In the event
that the Administrator determines that stock certificates will be issued in connection with Shares issued under the Plan, the Administrator
may require that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the
Company may hold the certificates pending the lapse of the applicable restrictions.


 


		26.	FRACTIONAL SHARES.



 


No fractional shares shall
be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares
equal to the Fair Market Value thereof.


 


		27.	WITHHOLDING.



 


In the event that any federal,
state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable
law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the
issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the Participant’s
compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs
or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the
use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For
purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set
forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date. If the Fair Market
Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the
difference in cash to the Company or the Affiliate employer.


 




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		28.	TERMINATION OF THE PLAN.



 


The Plan will terminate on
April 13, 2031, the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date
of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board
of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the
effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.


 


		29.	AMENDMENT OF THE PLAN AND AGREEMENTS.



 


The Plan may be amended by
the shareholders of the Company. The Plan may also be amended by the Administrator; provided that any amendment approved by the Administrator
which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval
including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock
Rights to be granted under the Plan for favorable federal income tax treatment as may be afforded ISOs under Section 422 and to the extent
necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national automated
quotation system of securities dealers. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely
affect his or her rights under a Stock Right previously granted to such Participant, unless such amendment is required by applicable law
or necessary to preserve the economic value of such Stock Right. With the consent of the Participant affected, the Administrator may amend
outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion
of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.
Nothing in this Paragraph 30 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 24.


 


		30.	EMPLOYMENT OR OTHER RELATIONSHIP.



 


Nothing in this Plan or any
Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a
Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant
a right to be retained in employment or other service by the Company or any Affiliate for any period of time.


 


		31.	SECTION 409A aND SECTION 422.



 


The Company intends that the
Plan and any Awards granted hereunder be exempt from or comply with Section 409A, to the extent applicable. The Company intends that ISOs
comply with Section 422, to the extent applicable. Any ambiguities in the Plan or any Award shall be construed to effect the intent as
described in this Paragraph 31.


 




    17


     


    

 


If a Participant is a “specified
employee” as defined in Section 409A (and as applied according to procedures of the Company and its Affiliates) as of his or her
separation from service, to the extent any payment under this Plan or pursuant to an Award constitutes non-exempt deferred compensation
under Section 409A that is being paid by reason of separation from service, no payments due under this Plan or pursuant to an Award may
be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii)
the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the
aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from service.


 


The Administrator shall administer
the Plan with a view toward ensuring that Awards under the Plan that are subject to Section 409A or Section 422, as applicable, comply
with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A or compliant with Section
422, as applicable, but neither the Administrator nor any member of the Board of Directors, nor the Company nor any of its Affiliates,
nor any other person acting hereunder on behalf of the Company, the Administrator or the Board of Directors shall be liable to a Participant
or any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty, with respect to any Award,
whether by reason of a failure to satisfy the requirements of Section 409A or Section 422 or otherwise.


 


		32.	INDEMNITY.



 


Neither the Board of Directors
nor the Administrator, nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall
be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities
with respect to this Plan, and the Company hereby agrees to indemnify the members of the Board or Directors, the members of the Committee,
and the employees of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable
counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law.


 


		33.	CLAWBACK.



 


Notwithstanding anything to
the contrary contained in this Plan, the Company may recover from a Participant any compensation received from any Stock Right (whether
or not settled) or cause a Participant to forfeit any Stock Right (whether or not vested) in the event that the Company’s Clawback
Policy as then in effect is triggered.


 


		34.	WAIVER OF JURY TRIAL.



 


By accepting or being deemed to have accepted an
award under the Plan, each Participant waives (or will be deemed to have waived), to the maximum extent permitted under applicable law,
any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or any award, or under any
amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith,
and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before a court and not before
a jury. By accepting or being deemed to have accepted an award under the Plan, each Participant certifies that no officer, representative,
or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding
or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be
construed as limiting the ability of the Company and a Participant to agree to submit any dispute arising under the terms of the Plan
or any ward to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes
to binding arbitration as a condition of receiving an award hereunder.





 


		35.	UNFUNDED OBLIGATIONS.



 


The Company’s obligations under the Plan
are unfunded, and no Participant will have any right to specific assets of the Company in respect of any award under the Plan. Participants
will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan.


 


		36.	GOVERNING LAW.



 


This Plan shall be construed
and enforced in accordance with the law of the State of Delaware.


 




    18


     


    




 


VICARIOUS SURGICAL INC.


 


Stock Option Grant Notice


Stock Option Grant under the Company’s


2021 Equity Incentive Plan


 


	1.	Name of Participant:



 


	2.	Date of Option Grant:



 


	3.	Type of Grant:



 


	4.	Maximum Number of Shares for 

which this Option is exercisable:




 


	5.	Exercise (purchase) price per share:



 


	6.	Option Expiration Date:



 


	7.	Vesting Schedule: This Option shall become exercisable (and the
Shares issued upon exercise shall be vested) as follows provided the Participant is an Employee, director or Consultant of the Company
or of an Affiliate on the applicable vesting date:



 


[INSERT VESTING PROVISIONS]


 


The foregoing rights are cumulative
and are subject to the other terms and conditions of this Agreement and the Plan.


 


The Company and the Participant
acknowledge receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and incorporated
by reference herein, the Company’s 2021 Equity Incentive Plan and the terms of this Option Grant as set forth above.


 


	 	VICARIOUS SURGICAL INC. 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 
	 	Participant



 




     


     


    

 


VICARIOUS SURGICAL INC. 


 


STOCK OPTION AGREEMENT - INCORPORATED TERMS
AND CONDITIONS


 





AGREEMENT (this “Agreement”)
made as of the date of grant set forth in the Stock Option Grant Notice by and between Vicarious Surgical Inc. (the “Company”),
a Delaware corporation, and the individual whose name appears on the Stock Option Grant Notice (the “Participant”).


 


WHEREAS, the Company desires
to grant to the Participant an Option to purchase shares of its Class A common stock, $0.0001 par value per share (the “Shares”),
under and for the purposes set forth in the Company’s 2021 Equity Incentive Plan (the “Plan”);


 


WHEREAS, the Company and the
Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and


 


WHEREAS, the Company and the
Participant each intend that the Option granted herein shall be of the type set forth in the Stock Option Grant Notice.


 


NOW, THEREFORE, in consideration
of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:


 


1. GRANT
OF OPTION. The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of the number
of Shares set forth in the Stock Option Grant Notice, on the terms and conditions and subject to all the limitations set forth herein,
under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges
receipt of a copy of the Plan.


 


2. EXERCISE
PRICE. The exercise price of the Shares covered by the Option shall be the amount per Share set forth in the Stock Option Grant Notice,
subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders
of Shares after the date hereof (the “Exercise Price”). Payment shall be made in accordance with Paragraph 10 of the Plan.


 


3. EXERCISABILITY
OF OPTION. Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become vested
and exercisable as set forth in the Stock Option Grant Notice and is subject to the other terms and conditions of this Agreement and the
Plan.


 


4. TERM
OF OPTION. This Option shall terminate on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option
is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined
voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of
this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.


 




     


     


    




 


If the Participant ceases to
be an Employee, director or Consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant,
or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable
pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised
within three months after the Termination Date, or on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice,
whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option
shall not be exercisable and shall expire and be cancelled on the Termination Date.


 


If this Option is designated
in the Stock Option Grant Notice as an ISO and the Participant ceases to be an Employee of the Company or of an Affiliate but continues
after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue
to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services
to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three
months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein
until such Participant is no longer providing service to the Company or an Affiliate.


 


Notwithstanding the foregoing,
in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s
Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified
in the Stock Option Grant Notice.


 


In the event the Participant’s
service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this
Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and
this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination,
but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination,
the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise
the Option and this Option shall thereupon terminate.


 


In the event of the Disability
of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s
termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified in the Stock Option Grant
Notice. In such event, the Option shall be exercisable:


 


		(a)	to the extent that the Option has become exercisable but has not been exercised as of the date of the
Participant’s termination of service due to Disability; and



 




    2


     


    

 


		(b)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through
the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued
on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the
current vesting period prior to the date of the Participant’s termination of service due to Disability.



 


In the event of the death of
the Participant while an Employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s
Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date as specified
in the Stock Option Grant Notice. In such event, the Option shall be exercisable:


 


		(x)	to the extent that the Option has become exercisable but has not been exercised as of the date of death;
and



 


		(y)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through
the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The
proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.



 


5. METHOD
OF EXERCISING OPTION. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the
Company or its designee, in substantially the form of Exhibit A attached hereto (or in such other form acceptable to the Company,
which may include electronic notice). Such notice shall state the number of Shares with respect to which the Option is being exercised
and shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Company).
Payment of the Exercise Price for such Shares shall be made in accordance with Paragraph 10 of the Plan. The Company shall deliver such
Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares
until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without
limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be
registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised
by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s
share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided
above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section
4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person
to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and
nonassessable.


 


6. PARTIAL
EXERCISE. Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above
limits, except that no fractional share shall be issued pursuant to this Option.


 




    3


     


    

 


7. NON-ASSIGNABILITY.
The Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution. If this Option
is a Non-Qualified Option then it may also be transferred pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act or the rules thereunder. Except as provided above in this paragraph, the Option
shall be exercisable, during the Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency,
by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the
levy of any attachment or similar process upon the Option shall be null and void.


 


8. NO
RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Participant shall have no rights as a stockholder with respect to Shares subject to this
Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except as is expressly
provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or
similar rights for which the record date is prior to the date of such registration.


 


9. ADJUSTMENTS.
The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions
in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business
of the Company are hereby made applicable hereunder and are incorporated herein by reference.


 


10. TAXES.
The Participant acknowledges and agrees that (i) any income or other taxes due from the Participant with respect to this Option or the
Shares issuable pursuant to this Option shall be the Participant’s responsibility; (ii) the Participant was free to use professional
advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection
with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii)
the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company
or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the
Option, the Shares or other matters contemplated by this Agreement; and (iv) neither the Administrator, the Company, its Affiliates, nor
any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, in
fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code.


 


If this Option is designated
in the Stock Option Grant Notice as a Non-Qualified Option or if the Option is an ISO and is converted into a Non-Qualified Option and
such Non-Qualified Option is exercised, the Participant agrees that the Company may withhold from the Participant’s remuneration,
if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation
includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld
in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant
further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s
income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.


 




    4


     


    

 


11. PURCHASE
FOR INVESTMENT. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been
effectively registered under the Securities Act, the Company shall be under no obligation to issue the Shares covered by such exercise
unless the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities
Act and until the following conditions have been fulfilled:


 


(a) The
person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares
for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such
Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed
upon any certificate(s) evidencing the Shares issued pursuant to such exercise:


 


“The shares represented by this
certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless
(1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or
(b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then
available, and (2) there shall have been compliance with all applicable state securities laws;” and


 


(b) If
the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular
exercise in compliance with the Securities Act without registration thereunder. Without limiting the generality of the foregoing, the
Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary
under any applicable law (including without limitation state securities or “blue sky” laws).


 


12. RESTRICTIONS
ON TRANSFER OF SHARES.


 


(a) The
Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Participant
is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting
the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated
transactions or to the public in open market transactions or otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering,
plus such additional period of time as may be required to comply with FINRA rules or similar rules thereto promulgated by another regulatory
authority (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and substance reasonably satisfactory
to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Participant
has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Shares or other securities of the
Company subject to the foregoing restrictions until the end of the Lock-Up Period.


 




    5


     


    




 


(b) The
Participant acknowledges and agrees that neither the Company, its stockholders nor its directors and officers, has any duty or obligation
to disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares before,
at the time of, or following a termination of the service of the Participant by the Company, including, without limitation, any information
concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm
or entity.


 


13. NO
OBLIGATION TO MAINTAIN RELATIONSHIP. The Participant acknowledges that: (i) the Company is not by the Plan or this Option obligated
to continue the Participant as an employee, director or Consultant of the Company or an Affiliate; (ii) the Plan is discretionary in nature
and may be suspended or terminated by the Company at any time; (iii) the grant of the Option is a one-time benefit which does not create
any contractual or other right to receive future grants of options, or benefits in lieu of options; (iv) all determinations with respect
to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each
option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company;
(v) the Participant’s participation in the Plan is voluntary; (vi) the value of the Option is an extraordinary item of compensation
which is outside the scope of the Participant’s employment or consulting contract, if any; and (vii) the Option is not part of normal
or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments.


 


14. IF
OPTION IS INTENDED TO BE AN ISO. If this Option is designated in the Stock Option Grant Notice as an ISO so that the Participant (or
the Participant’s Survivors) may qualify for the favorable tax treatment provided to holders of Options that meet the standards
of Section 422 of the Code then any provision of this Agreement or the Plan which conflicts with the Code so that this Option would not
be deemed an ISO is null and void and any ambiguities shall be resolved so that the Option qualifies as an ISO. The Participant should
consult with the Participant’s own tax advisors regarding the tax effects of the Option and the requirements necessary to obtain
favorable tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements.


 


Notwithstanding the foregoing,
to the extent that the Option is designated in the Stock Option Grant Notice as an ISO and is not deemed to be an ISO pursuant to Section
422(d) of the Code because the aggregate Fair Market Value (determined as of the Date of Option Grant) of any of the Shares with respect
to which this ISO is granted becomes exercisable for the first time during any calendar year in excess of $100,000, the portion of the
Option representing such excess value shall be treated as a Non-Qualified Option and the Participant shall be deemed to have taxable income
measured by the difference between the then Fair Market Value of the Shares received upon exercise and the price paid for such Shares
pursuant to this Agreement.


 




    6


     


    

 


Neither the Company nor any
Affiliate shall have any liability to the Participant, or any other party, if the Option (or any part thereof) that is intended to be
an ISO is not an ISO or for any action taken by the Administrator, including without limitation the conversion of an ISO to a Non-Qualified
Option.


 


15. NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO. If this Option is designated in the Stock Option Grant Notice as an ISO then the
Participant agrees to notify the Company in writing immediately after the Participant makes a Disqualifying Disposition of any of the
Shares acquired pursuant to the exercise of the ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes
any disposition (including any sale) of such Shares before the later of (a) two years after the date the Participant was granted the ISO
or (b) one year after the date the Participant acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of
the Code. If the Participant has died before the Shares are sold, these holding period requirements do not apply and no Disqualifying
Disposition can occur thereafter.


 


16. NOTICES.
Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile,
registered or certified mail, return receipt requested, addressed as follows:


 


If to the Company:


 


Vicarious Surgical Inc.


78 Fourth Avenue


Waltham, MA 0245


Attention: General Counsel


 


If to the Participant at the Participant’s
most recent address as shown in the employment or stock records of the Company. Any such notice shall be deemed to have been given upon
the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by
registered or certified mail.


 


17. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving
effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties
hereby consent to exclusive jurisdiction in Massachusetts and agree that such litigation shall be conducted in the state courts of Massachusetts
or the federal courts of the United States for the District of Massachusetts.


 


18. BENEFIT
OF AGREEMENT. Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and
shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.


 


19. ENTIRE
AGREEMENT. This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter
hereof (with the exception of acceleration of vesting provisions contained in any other agreement with the Company). No statement, representation,
warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the
express terms and provisions of this Agreement. Notwithstanding the foregoing in all events, this Agreement shall be subject to and governed
by the Plan.


 




    7


     


    

 


20. MODIFICATIONS
AND AMENDMENTS. The terms and provisions of this Agreement may be modified or amended as provided in the Plan.


 


21. WAIVERS
AND CONSENTS. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver
or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement,
whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it
was given, and shall not constitute a continuing waiver or consent.


 


22. DATA
PRIVACY. By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company
or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates
such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration
of the Plan; (ii) to the extent permitted by applicable law waives any data privacy rights he or she may have with respect to such information,
and (iii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth
in this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    8


     


    

 


Exhibit A


 


NOTICE OF EXERCISE OF STOCK OPTION


 


Form for Shares registered in the United
States


 


	To:	Vicarious Surgical Inc.



 


IMPORTANT NOTICE: This form of Notice of Exercise may only be used
at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of
the Shares for which this exercise is being made is registered and such Registration Statement remains effective.


 


Ladies and Gentlemen:


 


I hereby exercise my Stock
Option to purchase _________ shares (the “Shares”) of the Class A common stock, $0.0001 par value, of Vicarious Surgical Inc.
(the “Company”), at the exercise price of $________ per share, pursuant to and subject to the terms of that Stock Option Grant
Notice dated _______________, 202_.


 


I understand the nature of
the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax
and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and
the purchase and subsequent sale of the Shares.


 


I am paying the option exercise
price for the Shares as follows:


 


_________________________________________


 


Please issue the Shares (check one):


 


☐ to me; or


 


☐ to me and
____________________________, as joint tenants with right of survivorship,


 


at the following address:


 


	 	 
	 	 
	 	 



 






    Exhibit A-1


     


    

 


My mailing address for stockholder
communications, if different from the address listed above, is:


 


	 	 
	 	 
	 	 


 


	 	Very truly yours,
	 	 
	 	 
	 	Participant (signature)
	 	 
	 	 
	 	Print Name
	 	 
	 	 
	 	Date
	 	 






 




    Exhibit A-2


     


    

 


VICARIOUS SURGICAL INC.


 


Restricted Stock Unit Award Grant Notice


Restricted Stock Unit Award Grant under the Company’s


2021 Equity Incentive Plan


 


	1.	Name of Participant:



 


	2.	Date of Grant of



	 	Restricted Stock Unit Award:



 


	3.	Maximum Number of Shares underlying



	 	Restricted Stock Unit Award:



 


	4.	Vesting of Award: This Restricted Stock Unit Award shall vest as follows provided the Participant is an
Employee, director or Consultant of the Company or of an Affiliate on the applicable vesting:



 


	Number of Restricted Stock Units	 	Vesting Date
	 	 	 
	 	 	 



 


[INSERT VESTING
PROVISIONS]


 


The Company and the Participant acknowledge receipt
of this Restricted Stock Unit Award Grant Notice and agree to the terms of the Restricted Stock Unit Agreement attached hereto and incorporated
by reference herein, the Company’s 2021 Equity Incentive Plan and the terms of this Restricted Stock Unit Award as set forth above.


 


	 	VICARIOUS SURGICAL INC.
	 	 	 
	 	By:	               
	 	Name: 	 
	 	Title:	 
	 	 
	 	 
	 	Participant



 







     


     


    

‘


VICARIOUS SURGICAL INC.


 


RESTRICTED STOCK UNIT AGREEMENT –


 


INCORPORATED TERMS AND CONDITIONS


 


AGREEMENT made as of the date
of grant set forth in the Restricted Stock Unit Award Grant Notice between Vicarious Surgical Inc. (the “Company”), a Delaware
corporation, and the individual whose name appears on the Restricted Stock Unit Award Grant Notice (the “Participant”).


 


WHEREAS, the Company has adopted
the 2021 Equity Incentive Plan (the “Plan”), to promote the interests of the Company by providing an incentive for Employees,
directors and Consultants of the Company and its Affiliates;


 


WHEREAS, pursuant to the provisions
of the Plan, the Company desires to grant to the Participant restricted stock units (“RSUs”) related to the Company’s
Class A common stock, $0.0001 par value per share (“Common Stock”), in accordance with the provisions of the Plan, all on
the terms and conditions hereinafter set forth; and


 


WHEREAS, the Company and the
Participant understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan.


 


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


 


1. Grant
of Award. The Company hereby grants to the Participant an award for the number of RSUs set forth in the Restricted Stock Unit Award
Grant Notice (the “Award”). Each RSU represents a contingent entitlement of the Participant to receive one share of Common
Stock, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by
reference. The Participant acknowledges receipt of a copy of the Plan.


 


2. Vesting
of Award.


 


(a) Subject
to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the Restricted
Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. On each vesting date set
forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive such number of shares of Common Stock
equivalent to the number of RSUs as set forth in the Restricted Stock Unit Award Grant Notice provided that the Participant is providing
service to the Company or an Affiliate on such vesting date. Such shares of Common Stock shall thereafter be delivered by the Company
to the Participant within five business days of the applicable vesting date and in accordance with this Agreement and the Plan.


 


(b) Except
as otherwise set forth in this Agreement, if the Participant ceases to be providing services for any reason by the Company or by an Affiliate
(the “Termination”) prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice, then as of the date
on which the Participant’s employment or service terminates, all unvested RSUs shall immediately be forfeited to the Company and
this Agreement shall terminate and be of no further force or effect.


 




     


     


    

 


3. Prohibitions
on Transfer and Sale. This Award (including any additional RSUs received by the Participant as a result of stock dividends, stock
splits or any other similar transaction affecting the Company’s securities without receipt of consideration) shall not be transferable
by the Participant otherwise than (i) by will or by the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. Except
as provided in the previous sentence, the shares of Common Stock to be issued pursuant to this Agreement shall be issued, during the Participant’s
lifetime, only to the Participant (or, in the event of legal incapacity or incompetence, to the Participant’s guardian or representative).
This Award shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject
to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of this Award
or of any rights granted hereunder contrary to the provisions of this Section 3, or the levy of any attachment or similar process upon
this Award shall be null and void.


 


4. Adjustments.
The Plan contains provisions covering the treatment of RSUs and shares of Common Stock in a number of contingencies such as stock splits.
Provisions in the Plan for adjustment with respect to this Award and the related provisions with respect to successors to the business
of the Company are hereby made applicable hereunder and are incorporated herein by reference.


 


5. Securities
Law Compliance. The Participant specifically acknowledges and agrees that any sales of shares of Common Stock shall be made in accordance
with the requirements of the Securities Act of 1933, as amended. The Company does not currently have an effective registration statement
on file with the Securities and Exchange Commission with respect to the Common Stock to be granted hereunder. Without an effective registration
statement with respect to the Common Stock to be granted hereunder, Participant will not be able to transfer or sell any of the shares
of Common Stock issued to the Participant pursuant to this Agreement unless exemptions from registration or filings under applicable securities
laws are available. Furthermore, despite registration, applicable securities laws may restrict the ability of the Participant to sell
his or her Common Stock, including due to the Participant’s affiliation with the Company. The Company shall not be obligated to
either issue the Common Stock or permit the resale of any shares of Common Stock if such issuance or resale would violate any applicable
securities law, rule or regulation.


 


6. Rights
as a Stockholder. The Participant shall have no right as a stockholder, including voting and dividend rights, with respect to the
RSUs subject to this Agreement.


 


7. Incorporation
of the Plan. The Participant specifically understands and agrees that the RSUs and the shares of Common Stock to be issued under the
Plan will be issued to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has read and
understands and by which Plan he or she agrees to be bound. The provisions of the Plan are incorporated herein by reference.


 




    2


     


    

 


8. Tax
Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from
the Participant with respect to this Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall
be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that if under applicable law the Participant
will owe taxes at each vesting date on the portion of the Award then vested the Company shall be entitled to immediate payment from the
Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes
or other amounts due shall be paid, at the option of the Administrator as follows:


 


(a) through
reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in an amount equal
to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. Fractional
shares will not be retained to satisfy any portion of the Company’s withholding obligation. Accordingly, the Participant agrees
that in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied
by withholding the fractional amount from the Participant’s paycheck;


 


(b) requiring
the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required to be withheld
with respect to the statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by
the Company or otherwise withholding from the Participant’s paycheck an amount equal to such amounts due and payable by the Company;
or


 


(c) if
the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the
Participant is not in possession of material nonpublic information, the sale by the Participant on the applicable vesting date of such
number of shares of Common Stock as the Company instructs a registered broker to sell to satisfy the Company’s withholding obligation,
after deduction of the broker’s commission, and the broker shall be required to remit to the Company the cash necessary in order
for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding
obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient
to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through
additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock.
The Participant agrees to hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale. The
Participant acknowledges that the Company and the broker are under no obligation to arrange for such sale at any particular price. In
connection with such sale of shares of Common Stock, the Participant shall execute any such documents requested by the broker in order
to effectuate the sale of shares of Common Stock and payment of the withholding obligation to the Company. The Participant acknowledges
that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act.


 


It is the Company’s
intention that the Participant’s tax obligations under this Section 8 shall be satisfied through the procedure of Subsection (c)
above, unless the Company provides notice of an alternate procedure under this Section, in its discretion. The Company shall not deliver
any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.


 




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9. Participant
Acknowledgements and Authorizations.


 


The Participant acknowledges the following:


 


(a) The
Company is not by the Plan or this Award obligated to continue the Participant as an employee, director or consultant of the Company or
an Affiliate.


 


(b) The
Plan is discretionary in nature and may be suspended or terminated by the Company at any time.


 


(c) The
grant of this Award is considered a one-time benefit and does not create a contractual or other right to receive any other award under
the Plan, benefits in lieu of awards or any other benefits in the future.


 


(d) The
Plan is a voluntary program of the Company and future awards, if any, will be at the sole discretion of the Company, including, but not
limited to, the timing of any grant, the amount of any award, vesting provisions and the purchase price, if any.


 


(e) The
value of this Award is an extraordinary item of compensation outside of the scope of the Participant’s employment or consulting
contract, if any. As such the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value
of the shares of Common Stock is unknown and cannot be predicted with certainty.


 


(f) The
Participant (i) authorizes the Company and each Affiliate and any agent of the Company or any Affiliate administering the Plan or providing
Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such
Affiliate shall request in order to facilitate the grant of the Award and the administration of the Plan; and (ii) authorizes the Company
and each Affiliate to store and transmit such information in electronic form for the purposes set forth in this Agreement.


 


10. Notices.
Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile,
registered or certified mail, return receipt requested, addressed as follows:


 


If to the Company:


 


Vicarious Surgical Inc.


78 Fourth Avenue


Waltham, MA 0245


Attention: General Counsel


 




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If to the Participant at the
Participant’s most recent address as shown in the employment or stock records of the Company. Any such notice shall be deemed to
have been given on the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three
business days following mailing by registered or certified mail.


 


11. Assignment
and Successors.


 


(a) This
Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Participant’s legal representatives.


 


(b) This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


12. Governing
Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to
the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether at law or
in equity, the parties hereby consent to exclusive jurisdiction in Massachusetts and agree that such litigation will be conducted in the
state courts of Massachusetts or the federal courts of the United States for the District of Massachusetts.


 


13. Severability.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision or
provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent that this is impossible,
then such provision shall be deemed to be excised from this Agreement, and the validity, legality and enforceability of the rest of this
Agreement shall not be affected thereby.


 


14. Entire
Agreement. This Agreement, together with the Plan, constitutes the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter
hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used
to interpret, change or restrict the express terms and provisions of this Agreement provided, however, in any event, this Agreement shall
be subject to and governed by the Plan.


 


15. Modifications
and Amendments; Waivers and Consents. The terms and provisions of this Agreement may be modified or amended as provided in the Plan.
Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be
deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.


 


16. Section
409A. The Award of RSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred compensation rules of
Section 409A of the Code as a “short term deferral” (as that term is used in the final regulations and other guidance issued
under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly.








 


17. Data
Privacy. By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company
or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates
such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration
of the Plan; (ii) to the extent permitted by applicable law waives any data privacy rights he or she may have with respect to such information,
and (iii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth
in this Agreement.


 


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