Exhibit 10.5(2)


 


SOC TELEMED, INC.


 


2020 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the SOC Telemed, Inc. 2020 Equity Incentive Plan (the “Plan”) will have
the same defined meanings in this Restricted Stock Unit Award Agreement (this “Award Agreement”).


 


NOTICE OF RESTRICTED
STOCK UNIT GRANT


 


Participant Name:


 


You have been granted
the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement,
as follows:


 


	Grant Number	 	 
	 	 	 
	Date of Grant	 	 
	 	 	 
	Vesting Commencement Date	 	 
	 	 	 
	Number of Restricted Stock Units	 	 
	 	 	 
	Vesting Schedule	 	 


 


Subject to Section
3 of this Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule:


 


	 
	 
	 


 


If Participant ceases
to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit
and Participant’s right to acquire any Shares hereunder will terminate in accordance with Section 3 of this Award Agreement.


 




     


    


    

 


By
Participant’s signature and the signature of the representative of SOC Telemed, Inc. (the “Company”)
below, or by Participant otherwise accepting this Award, Participant and the Company agree that this Award of Restricted Stock
Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the terms and conditions
of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant
has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator on any questions relating to the
Plan and Award Agreement.


 


	PARTICIPANT:	 	SOC TELEMED, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title


 




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EXHIBIT A


 


TERMS AND CONDITIONS OF RESTRICTED STOCK
UNIT GRANT


 


1. Grant.
The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the
“Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions
in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 21 of the Plan, if there is
a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions
of the Plan will prevail.


 


2. Company’s
Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until
the Restricted Stock Units will have vested in the manner set forth in Section 3, Participant will have no right to receive
Shares pursuant to any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted
Stock Units will represent an unsecured obligation of the Company. Any Restricted Stock Units that vest in accordance with Section
3 will be settled by delivery of whole Shares as set forth herein to Participant (or in the event of Participant’s death,
to his or her estate), subject to Participant satisfying any Tax-Related Items as set forth in Section 7. Subject to the provisions
of Section 4, such vested Restricted Stock Units will be settled by delivery of whole Shares as soon as practicable after vesting,
but in each such case within the period ending no later than the date that is two and one-half (21⁄2) months from the end
of the Company’s tax year that includes the vesting date. In no event will Participant be permitted, directly or indirectly,
to specify the taxable year in which Shares will be issued upon payment of any Restricted Stock Units under this Award Agreement.


 


3. Vesting
Schedule. The Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting provisions set
forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition
will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously
a Service Provider from the Date of Grant until the date such vesting occurs. Service Provider status for purposes of this Award
will end on the day that Participant is no longer actively providing services as an Employee, Director, or Independent Contractor
and will not be extended by any notice period or “garden leave” that may be required contractually or under Applicable
Laws. Notwithstanding the foregoing, the Administrator (or any delegate) shall have the sole and absolute discretion to determine
when Participant is no longer providing active service for purposes of Service Provider status and participation in the Plan.


 


4. Administrator
Discretion. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or
some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination
as a Service Provider (provided that such termination is a “separation from service” within the meaning of Code Section
409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within
the meaning of Code Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated
Restricted Stock Units will result in the imposition of additional tax under Code Section 409A if paid to Participant on or within
the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated
Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s
termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case,
the Restricted Stock Units will be settled in Shares to Participant’s estate as soon as practicable following his or her
death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with,
the requirements of Code Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares
issuable thereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted
to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for
purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, the Company makes no representations
that the payments and benefits provided under this Award Agreement are exempt from or compliant with Code Section 409A.


 






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5. Forfeiture
upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, any Restricted
Stock Units that have not vested will be forfeited and will return to the Plan on the date that is thirty (30) days following the
termination of Participant’s status as a Service Provider.


 


6. Death
of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then
deceased, be made to Participant’s designated beneficiary, if so allowed by the Administrator in its sole discretion, or
if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish
the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish
the validity of the transfer and compliance with any Applicable Laws or regulations pertaining to said transfer.


 


7. Withholding
of Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”)
takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions,
or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale
of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (“Tax-Related
Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by
Participant is and remains Participant’s responsibility and may exceed any amount actually withheld by the Company or the
Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation
that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that
is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Laws) such as but not limited
to personal income tax returns or reporting statements in relation to the grant, vesting or payment of the Restricted Stock Units,
the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant
further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted
Stock Units, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) do not commit
to and are under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units
to reduce or eliminate Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also
understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating
Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation
or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant
has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, Participant
acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate
representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld
with respect to such Shares.


 






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As a condition to the
grant and vesting of the Restricted Stock Units and as set forth in Section 15 of the Plan, Participant hereby agrees to make adequate
provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. In this
regard, Participant authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the
obligations with regard to all Tax-Related Items by one or a combination of the following: (i) by receipt of a cash payment from
Participant; (ii) by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or
the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock
Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding
obligations); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Stock Units
through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization);
or (v) by any other arrangement approved by the Administrator. Notwithstanding the foregoing, if Participant is subject to Section
16 of the Exchange Act, Participant’s obligations with respect to all Tax-Related Items shall be satisfied by the Company
withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that
amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations. Any
Shares withheld pursuant to this Section 7 shall be valued based on the Fair Market Value as of the date the withholding obligations
are satisfied. Furthermore, Participant agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items
that cannot be satisfied by the foregoing methods.


 


8. Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until such Shares will have been issued
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). After
such issuance, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt
of dividends and distributions on such Shares, but prior to such issuance, Participant will not have any rights to dividends and/or
distributions on such Shares.


 


9. No
Guarantee of Continued Service or Grants. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK
UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF SHALL OCCUR ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE
EMPLOYER OR CONTRACTING ENTITY (AS APPLICABLE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED
STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE
OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN
ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE EMPLOYER OR THE COMPANY (OR ANY PARENT OR SUBSIDIARY) TO TERMINATE
PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE LAWS.


 


Participant also acknowledges
and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time; (b) the grant of Restricted Stock Units is voluntary and occasional
and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted
Stock Units even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards
of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) Participant’s participation in the
Plan is voluntary; (e) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are extraordinary items
that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope
of Participant’s employment contract, if any; (f) the Restricted Stock Units and the Shares subject to the Restricted Stock
Units are not intended to replace any pension rights or compensation; or (g) the Restricted Stock Units and the Shares subject
to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service
awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for,
or relating in any way to, past services for the Company or the Employer, subject to Applicable Laws.


 






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10. Address
for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company,
in care of its Secretary at SOC Telemed, Inc., 1768 Business Center Drive, Suite 100, Reston, Virginia 20190, or at such
other address as the Company may hereafter designate in writing.


 


11. Grant
is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred
hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of Applicable Laws or otherwise)
and may not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.


 


12. Binding
Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will
be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


13. Additional
Conditions to Issuance of Stock and Imposition of Other Requirements. If at any time the Company will determine, in its discretion,
that the listing, registration, qualification or compliance of the Shares upon or with any securities exchange or under any Applicable
Laws, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or
desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur
unless and until such listing, registration, qualification, compliance, consent or approval will have been completed, effected
or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of any Shares
will violate any state, federal or foreign securities or exchange laws or other Applicable Laws, the Company will defer delivery
until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation.
The Company will make all reasonable efforts to meet the requirements of any Applicable Laws or securities exchange and to obtain
any such consent or approval of any such governmental authority or securities exchange. The Company shall not be obligated to issue
any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any
Applicable Laws.


 


Furthermore, the Company
reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units
and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply
with any Applicable Laws or facilitate the administration of the Plan, and to require Participant to sign any additional agreements
or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the Applicable Laws
of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition
of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict
or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely
responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Participant also
understands and agrees that if he works, resides, moves to, or otherwise is or becomes subject to Applicable Laws or company policies
of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to Participant
as from the Date of Grant, unless otherwise determined by the Company in its sole discretion.


 


14. Lock-Up
Agreement.  If so requested by the Company (or any successor thereof) or the underwriters in connection with the initial
public offering of the securities of the Company (or any successor or parent thereof), or any other transaction pursuant to which
the securities of the Company will be exchanged for securities of the Company (or any successor or parent thereof), registered
under the Securities Act of 1933, as amended, including, without limitation, through a transaction with a publicly-listed blank
check company then registered under the Securities Act (a “SPAC Transaction”), Participant shall not
sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company
(or any successor thereof) however or whenever acquired (except for those being registered) without the prior written consent of
the Company or such underwriters, as the case may be, for 180 days from the effective date of the registration statement or becoming
a listed security (including, without limitation, pursuant to a SPAC Transaction), and Participant shall execute an agreement reflecting
the foregoing as may be requested by the Company (or any successor or parent thereof) or the underwriters at the time of such offering
or listing.


 






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15. Plan
Governs. This Award Agreement is subject to all terms and provisions of the Plan. If there is a conflict between one or more
provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized
terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.


 


16. Administrator
Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such
rules (including, but not limited to, the determination regarding whether any Restricted Stock Units have vested). All actions
taken, and all interpretations and determinations made, by the Administrator in good faith will be final and binding upon Participant,
the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


17. Electronic
Delivery and Acceptance; Translation. The Company may, in its sole discretion, decide to deliver any documents related to Participant’s
current or future participation in the Plan, this Award, the Shares subject to this Award, any other securities of the Company
or any other Company-related documents, by electronic means. By accepting this Award, whether electronically or otherwise, Participant
hereby (a) consents to receive such documents by electronic means, (b) consents to the use of electronic signatures, and (c) agrees
to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained
by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions.


 


18.Translation.
If Participant has received this Award Agreement, including appendices, or any other document related to the Plan translated into
a language other than English, and the meaning of the translated version is different than the English version, the English version
will control.


 


19. Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award
Agreement.


 


20. Agreement
Severable. If any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable
from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award
Agreement.


 


21. Modifications
to this Award Agreement. This Award Agreement and the Plan constitute the entire understanding of the parties on the
subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises,
representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made
only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary
in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable,
in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition
of any additional tax or income recognition under Code Section 409A in connection to this Award of Restricted Stock Units.


 






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22. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of Participant’s Personal Data (as described below) by and among, as applicable, the Company, any Parent,
Subsidiary, or affiliate, or third parties as may be selected by the Company for the exclusive purpose of implementing, administering
and managing Participant’s participation in the Plan. Participant understands that refusal or withdrawal of consent will
affect Participant’s ability to participate in the Plan; without providing consent, Participant will not be able to participate
in the Plan or realize benefits (if any) from the Restricted Stock Units.


 


Participant understands
that the Company and any Parent, Subsidiary, affiliate, or designated third parties may hold personal information about Participant,
including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any
Parent, Subsidiary, or affiliate, details of all Restricted Stock Units or any other entitlement to Shares awarded, canceled, exercised,
vested, unvested or outstanding in Participant’s favor (“Personal Data”). Participant understands that Personal
Data may be transferred to any Parent, Subsidiary, affiliate, or third parties assisting in the implementation, administration
and management of the Plan, that these recipients may be located in the United States, Participant’s country (if different
than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections
than Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator
assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the affiliate or entity that is Participant’s
employer and its payroll provider. 


 


Participant should
also refer to any data privacy policy implemented by the Company (which will be available to Participant separately and may be
updated from time to time) for more information regarding the collection, use, storage, and transfer of Participant’s Personal
Data. 


 


23. Foreign
Exchange Fluctuations and Restrictions. Participant understands and agrees that the future value of the underlying Shares is
unknown and cannot be predicted with certainty and may decrease. Participant also understands that neither the Company, nor any
affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection
by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value
of the Restricted Stock Units or Shares received (or the calculation of income or Tax-Related Items thereunder). Participant understands
and agrees that any cross-border remittance made to transfer proceeds received upon the sale of Shares must be made through a locally
authorized financial institution or registered foreign exchange agency and may require Participant to provide such entity with
certain information regarding the transaction.


 


24. Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received
an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant
understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


 


25. Governing
Law and Venue. This Award Agreement will be governed by the laws of the Commonwealth of Virginia, without giving effect to
the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock
Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Virginia, and
agree that such litigation will be conducted in the courts of Fairfax County, Virginia, or the federal courts for the United States
for the Eastern District of Virginia, and no other courts.


 


***


 


 


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