Exhibit 10.13


 


DIRECTOR NOMINATION
AGREEMENT


 


THIS DIRECTOR NOMINATION AGREEMENT
(the “Agreement”) is made and entered into as of September 17, 2021 (the “Effective Time”),
by and among Vicarious Surgical Inc., a Delaware corporation (f/k/a D8 Holdings Corp.) (the “Company”), and
D8 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Capitalized terms used but not otherwise
defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).


 


WHEREAS, the Company and certain
of its affiliates have consummated the merger and other transactions (collectively, the “Transactions”) contemplated
by the Agreement and Plan of Merger, dated as of April 15, 2021 (as amended, restated, supplemented or otherwise modified from time to
time in accordance with its terms, the “Merger Agreement”), entered into by and among the Company, Snowball
Merger Sub, Inc., a Delaware corporation, Vicarious Surgical Inc., a Delaware corporation, and Adam Sachs, an individual, in his capacity
as the Stockholder Representative;


 


WHEREAS, in its capacity as
the sponsor of the special purpose acquisition company that was the predecessor to the Company, the Sponsor desires that, after giving
effect to the Transactions, it will continue to have representation on the Board so as to continue to create value for its direct and
indirect equityholders (collectively with the Sponsor, the “Sponsor Parties”) and for the other direct and indirect
equityholders of the Company; and


 


WHEREAS, in furtherance of
the foregoing, the Sponsor desires to have certain director nomination rights with respect to the Company, and the Company desires to
provide the Sponsor, on behalf of the Sponsor Parties, with such rights, in each case, on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged,
each of the parties to this Agreement agrees as follows:


 


Article
1



NOMINATION RIGHT


 


Section 1.01. Board
Nomination Right.


 


(a) From
the Effective Time until the termination of this Agreement in accordance with Section 2.01, at every meeting of the board of directors
of the Company (the “Board”), or a committee thereof, or action by written consent, at or by which directors
of the Company are appointed by the Board or are nominated to stand for election and elected by the stockholders of the Company, the Sponsor
shall have the right to appoint or nominate for election to the Board, as applicable, two individuals, Donald Tang and Dr. David Ho (unless
otherwise designated by the Sponsor), to serve as directors of the Company (any individual appointed or nominated by the Sponsor for election
to the Board pursuant to this Section 1.01(a), a “Nominee” and, collectively, the “Nominees”).
Notwithstanding the foregoing, the right to nominate one of such Nominees to the Board (as further described in Section 1.01(b)
below) shall expire at the Company’s 2022 annual meeting of stockholders and the right to nominate the other Nominee to the Board
shall expire upon the earlier of (i) the first date on which the Sponsor ceases to beneficially own at least 2.5% of the issued and outstanding
Domesticated Parent Stock and (ii) the termination of this Agreement pursuant to Section 2.01.


 






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(b) The
Company shall take all necessary actions within its control, including, but not limited to, calling a meeting of the Board or executing
an action by unanimous written consent of the Board, such that, as of the Effective Time, the Nominees shall either be elected by the
Company’s stockholders at the meeting held to approve the Transactions or appointed to the Board as of the Effective Time.


 


(c) From
and after the Effective Time, the Company shall take all actions necessary (including, without limitation, calling special meetings of
the Board and the stockholders of the Company and recommending, supporting and soliciting proxies) (“Necessary Action”)
to ensure that: (i) the applicable Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each
election of Directors and recommended by the Board at any meeting of stockholders called for the purpose of electing Directors; and
(ii) each applicable Nominee up for election is included in the proxy statement prepared by management of the Company in connection with
the Company’s solicitation of proxies or consents in favor of the foregoing for every meeting of the stockholders of the Company
called with respect to the election of Directors, and at every adjournment or postponement thereof, and on every action or approval by
written consent of the stockholders of the Company or the Board with respect to the election of Directors.


 


(d) If
any Nominee ceases to serve for any reason, the Sponsor shall, subject to the Sponsor then being entitled to nominate an individual for
election or appointment as a director pursuant to Section 1.01(a), be entitled to designate for election or appointment as a director
such person’s successor in accordance with this Agreement and the Company shall take all Necessary Action to cause any such vacancy
to be filled by such replacement director designated by the Sponsor as promptly as practicable after such designation (and in any event
prior to the next meeting or action of the Board).


 


(e) The
Company shall indemnify the Nominees who are appointed or elected as a Director on the same basis as all other members of the Board and
pursuant to indemnity agreements with terms that are no less favorable to such Nominees than the indemnity agreements entered into between
the Company and its other non-employee directors.


 


(f) The
Nominees who are appointed or elected as a Director shall be entitled to compensation (including equity awards) that is consistent with
the compensation received by other non-employee directors of the Company. In addition, the Company shall pay the reasonable, documented,
out-of-pocket expenses incurred by each such Nominee in connection with his or her services provided to or on behalf of the Company and
its Subsidiaries, including attending Board and committee meetings or events attended on behalf of the Company or at the Company’s
request.


 


(g) Notwithstanding
the provisions of this Section 1.01, the Sponsor shall not be entitled to designate a Person as a nominee to the Board upon a written
determination by the Board or relevant committee thereof (which determination shall set forth in writing reasonable grounds for the determination)
that the Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an
event, the Sponsor shall be entitled to select a Person as a replacement Nominee and the Company shall use its best efforts to cause that
Person to be nominated as a Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the stockholders)
as the initial Person was to be nominated.


 






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Article
2



MISCELLANEOUS


 


Section 2.01. Termination.
This Agreement shall terminate automatically and become void and of no further force or effect, without any notice or other action
by any Person, as of the 36 month anniversary of the Effective Time.


 


Section 2.02. Notices.
All notices, requests and other communications to either party hereunder shall be in writing (including electronic transmission) and
shall be given in accordance with the provisions of the Merger Agreement.


 


Section 2.03. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse
to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely
as possible in a mutually acceptable manner in order that the Transactions contemplated by this Agreement be consummated as
originally contemplated to the fullest extent possible.


 


Section 2.04. Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned, directly or indirectly (including by operation of law), by any party without the prior
written consent of the other parties. Notwithstanding any to the foregoing, the Sponsor may assign its rights and obligations
hereunder, without the prior consent of the other parties, to (i) an Affiliate transferee, in connection with a transfer by the
Sponsor of shares of the Company’s common stock to one of the Sponsor’s Affiliates, (ii) any member of the Sponsor, or
(iii) any direct or indirect beneficial owners of the Sponsor or any of its Affiliates.


 


Section 2.05. No
Third Party Beneficiaries. This Agreement is exclusively for the benefit of the parties hereto, and their respective successors
and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim,
liability, reimbursement, cause of action or other right by virtue of any applicable law in any jurisdiction to enforce any of the
terms of this Agreement.


 






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Section 2.06. Entire
Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter of this Agreement
and supersedes all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject
matter of this Agreement. Each party acknowledges and agrees that, in entering into this Agreement, such party has not relied on any promises
or assurances, written or oral, that are not reflected in this Agreement.


 


Section 2.07. Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the
transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without
giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the
application of Laws of another jurisdiction.


 


Section 2.08. Jurisdiction;
WAIVER OF TRIAL BY JURY. Any Legal Proceeding based upon, arising out of or related to this Agreement or the transactions
contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the parties hereto
irrevocably submits to the exclusive jurisdiction of each such court in any such Legal Proceeding, waives any objection it may now
or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Legal
Proceeding shall be heard and determined only in any such court, and agrees not to bring any Legal Proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to
affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed
against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Legal Proceeding brought
pursuant to this Section 2.08. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.


 


Section 2.09. Specific
Performance. The parties hereto acknowledge that the rights of each party to consummate the transactions contemplated hereby are
unique and recognize and affirm that in the event of a breach of this Agreement by any party, money damages may be inadequate and
the non-breaching party may have no adequate remedy at law. Accordingly, the parties hereto agree that such non-breaching party
shall have the right to enforce its rights and the other party’s obligations hereunder by an action or actions for specific
performance and/or injunctive relief (without posting of bond or other security), including any order, injunction or decree sought
by such non-breaching party to cause the other party to perform its/their respective agreements and covenants contained in this
Agreement and to cure breaches of this Agreement, without the necessity of proving actual harm and/or damages or posting a bond or
other security therefore. Each party further agrees that the only permitted objection that it may raise in response to any action
for any such equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.


 






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Section 2.10. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile
or e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement.


 


Section 2.11. Amendment.
This Agreement may be amended, modified or supplemented at any time only by the written consent of all of the parties hereto, and
any amendment, modification or supplement so effected shall be binding on all of the parties.


 


Section 2.12. Rights
Cumulative. Except as otherwise expressly limited by this Agreement, all rights and remedies of each of the parties under this Agreement
will be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other right or remedy available
under this Agreement or law.


 


Section 2.13. Further
Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as
may be required to carry out the intent and purpose of this Agreement.


 


Section 2.14. Enforcement.
Each of the parties hereto covenants and agrees that the disinterested members of the Board have the right to enforce, waive or take
any other action with respect to this Agreement on behalf of the Company.


 


Section 2.15. Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


[Signature Page Follows]


 




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


 


	 	VICARIOUS
SURGICAL INC.



	 	 	 
	 	By:	/s/ David Chu
	 	Name:	David Chu
	 	Title:	Chief Executive Officer
	 	 	 
	 	D8 SPONSOR LLC
	 	 	 
	 	By:	/s/ Donald Tang
	 	Name:  	Donald Tang
	 	Title:	Manager



 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Director Nomination Agreement]


 


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