Exhibit 10.5(1)


 


SOC TELEMED, INC.


 


2020 EQUITY INCENTIVE PLAN


 


STOCK OPTION 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 Stock Option Award Agreement (the “Award Agreement”).


 


NOTICE OF STOCK OPTION GRANT


 


Participant Name:


 


You have been granted
an Option to purchase Common Stock of SOC Telemed, Inc. (the “Company”), subject to the terms and conditions
of the Plan and this Award Agreement, as follows:


 


	
        

        Grant Number
	 	 
	 	 	 	 
	Date of Grant	 	 
	 	 	 	 
	Vesting Commencement Date	 	 
	 	 	 	 
	Exercise Price per Share	USD $	 	 
	 	 	 	 
	Total Number of Shares	 	 
	 	 	 	 
	Total Exercise Price	USD $	 	 
	 	 	 	 
	Type of Option:	 	 U.S. Incentive Stock Option	 
	 	 	 	 
	 	 	 Nonstatutory Stock Option	 
	 	 	 	 
	Term/Expiration Date:	 	 
	 	 	 	 
	Vesting Schedule:	 	 	 


 






     


    


    


 


Subject to Section 2 of this Award Agreement,
this Option may be exercised, in whole or in part, in accordance with the following schedule:


 





	 
	 
	 


 


Termination Period:


 


This Option, to the
extent then vested, will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination
is due to Participant’s death, Disability or Cause. If Participant’s relationship as a Service Provider is terminated
as a result of the Service Provider’s death or Disability, this Option, to the extent then vested, will be exercisable for
twelve (12) months after Participant ceases to be a Service Provider. If Participant’s relationship as a Service Provider
is terminated for Cause, this Option (including any vested portion thereof) shall immediately terminate in its entirety upon Participant
being first notified such termination for Cause and Participant will be prohibited from exercising this Option from and after the
date of such termination. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date
as provided above and may be subject to earlier termination as provided in Section 14 of the Plan.


 


By Participant’s
signature and the signature of the Company’s representative below, or by Participant otherwise accepting or exercising this
Option, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan
and this Award Agreement, including the Terms and Conditions of Stock Option 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 STOCK OPTION
GRANT


 


1. Grant
of Option. The Company hereby grants to Participant named in the Notice of Stock Option Grant attached as Part I of this Award
Agreement (the “Participant”) an option (the “Option”) to purchase the number
of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option
Grant (the “Exercise Price”), subject to all of the terms and conditions set forth in the Notice of Stock
Option Grant and 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.


 


If designated in the
Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an ISO to the maximum extent permitted under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
However, if this Option is intended to be an ISO, to the extent that it exceeds the USD $100,000 rule of Code Section 422(d) it
will be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion
thereof) will not qualify as an ISO, then, to the extent of such non- qualification, such Option (or portion thereof) shall be
regarded as an NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of
their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option
to qualify for any reason as an ISO.


 


2. Vesting
Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the vesting
provisions set forth in the Notice of Stock Option Grant. Options 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
any 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.


 


3. Exercise
of Option.


 


(a) Right
to Exercise. This Option may be exercised only within the term set forth in the Notice of Stock Option Grant and may be exercised
during such term only to the extent then vested and in accordance with the Plan and the terms of this Award Agreement.


 






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(b) Method
of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise
Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the
election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions
of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied
by payment of the aggregate Exercise Price as to all Exercised Shares together with any Tax-Related Items (as defined below) required
to be withheld, paid or provided pursuant to any Applicable Laws. This Option will be deemed to be exercised upon receipt by the
Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and any other requirements or restrictions
that may be imposed by the Company to comply with Applicable Laws or facilitate administration of the Plan. Notwithstanding the
above, Participant understands that the Applicable Laws of the country in which Participant is residing or working at the time
of grant, vesting, and/or exercise of this Option (including any rules or regulations governing securities, foreign exchange, tax,
labor or other matters) may restrict or prevent exercise of this Option, and neither the Company nor any Parent or Subsidiary assumes
any liability in relation to this Option in such case.


 


4. Method
of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election
of Participant unless otherwise specified by the Company in its sole discretion:


 


(a) cash
(U.S. dollars); or


 


(b) check
(denominated in U.S. dollars); or


 


(c) consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d) if
Participant is subject to Section 16 of the Exchange Act, Participant may direct the Company to withhold Shares to be issued upon
exercise of the Option to pay the aggregate Exercise Price and any such disposition of Shares to the Company shall be exempt from
Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).


 


Participant understands
and agrees that, unless otherwise permitted by the Company, any cross-border remittance made to exercise this Option or 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.


 






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5. Tax
Obligations.


 


(a) Withholding
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, vesting, or exercise of this Option, the holding or subsequent sale of Shares, and
the receipt of dividends, if any, or otherwise in connection with this Option 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 this Option 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 exercise of this Option, 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
Option, including the grant, vesting, or exercise of the Option, the subsequent sale of Shares acquired under the Plan and the
receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any
aspect of the Option 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 Option 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.


 


(b) Satisfaction
of Tax-Related Items. As a condition to the grant, vesting and exercise of this Option 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. No payment will be made to Participant (or his or her estate or beneficiary) related
to an Option, and no Shares will be issued pursuant to an Option, unless and until satisfactory arrangements (as determined by
the Company) have been made by Participant with respect to the payment of any Tax-Related Items obligations of the Company and/or
any Parent, Subsidiary, or Employer with respect to the grant, vesting or exercise of the Option. In this regard, Participant authorizes
the Company and/or any Parent, Subsidiary, or 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) withholding
from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; or


 


(ii) withholding
from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory
sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or


 


(iii) withholding
in Shares to be issued upon exercise of the Option.


 


Notwithstanding the foregoing,
if Participant is subject to Section 16 of the Exchange Act, Participant may direct the Company to withhold Shares to be issued
upon exercise of the Option to satisfy Participant’s obligations with regard to all Tax-Related Items and any such disposition
of Shares to the Company shall be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e).


 






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If the obligation for
Tax-Related Items is satisfied by withholding Shares, Participant is deemed to have been issued the full number of Shares purchased
for tax purposes, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due
as a result of Participant’s participation in the Plan. Participant shall pay to the Company or a Parent, Subsidiary, or
Employer any amount of Tax-Related Items that the Company may be required to withhold, pay or otherwise provide for as a result
of Participant’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this
Section 5. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver
the Shares or the proceeds of the sale of Shares if Participant fails to comply with his or her obligations in connection with
the Tax-Related Items.


 


(c) Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after
the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in
writing of such disposition.


 


(d) Code
Section 409A (Applicable Only to Participants Subject to U.S. Taxes). Under Code Section 409A, an option that is granted with
a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less
than the Fair Market Value of a Share on the Date of Grant (a “Discount Option”) may be considered “deferred
compensation.” A Discount Option may result in (i) income recognition by Participant prior to the exercise of the option,
(ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Option
may also result in additional state income, penalty and interest charges to Participant. Participant acknowledges that the Company
cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair
Market Value of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option
was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the Date of Grant, Participant
will be solely responsible for Participant’s costs related to such a determination.


 


6. 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 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.


 


7. No
Guarantee of Continued Service or Grants. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES 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 THE OPTION 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, PARENT,
OR SUBSIDIARY TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE (SUBJECT TO
APPLICABLE LOCAL LAWS).


 






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8. Nature
of Grant. In accepting the Option, Participant acknowledges, understands 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 the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of
Options, or benefits in lieu of Options even if Options have been granted repeatedly in the past;


 


(c) all
decisions with respect to future awards of Options, if any, will be at the sole discretion of the Company;


 


(d) Participant’s
participation in the Plan is voluntary;


 


(e) the
Option and the Shares subject to the Option 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
Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;


 


(g) the
Option and the Shares subject to the Option 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;


 


(h) the
future value of the underlying Shares is unknown and cannot be predicted with certainty; further, if Participant exercises the
Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise
Price;


 


(i) 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 Option (or the calculation of income or Tax-Related Items thereunder);


 






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(j) in
consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the
Option resulting from termination of employment by the Employer (for any reason whatsoever and whether or not in breach of Applicable
Laws, including, without limitation, applicable local labor laws), and Participant irrevocably releases the Employer from any such
claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen,
Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and


 


(k) the
Option and the benefits under the Plan, if any, will not without the Administrator’s consent transfer to another company
in the case of a merger, take-over or transfer of liability.


 


9. No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant
is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation
in the Plan before taking any action related to the Plan.


 


10. 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 Option.


 


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 Options 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.


 






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11. 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.


 


12. Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Participant only by Participant.


 


13. Binding
Agreement. Subject to the limitation on the transferability of this Option 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.


 


14. Additional
Conditions to Issuance of Stock. 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
grant or vesting of the Option or purchase by, or issuance of Shares to, Participant (or his or her estate) hereunder, such purchase
or 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. The Company will make all reasonable
efforts to meet the requirements of any Applicable Laws. Assuming such compliance, for purposes of the Tax-Related Items, the Exercised
Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.
The Company shall not be obligated to issue any Shares pursuant to this Option at any time if the issuance of Shares, or the exercise
of an Option by Participant, violates or is not in compliance with any Applicable Laws.


 


15. 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.


 


16. 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.


 






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17. 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 Shares subject to the Option 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.


 


18. Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to Participant’s
current or future participation in the Plan, this Option, the Shares subject to this Option, any other securities of the Company
or any other Company-related documents, by electronic means. By accepting this Option, 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.


 


19. 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.


 


20. Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in
the Plan, on the Option 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, vesting, and/or exercise of this Option
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 exercise of this Option 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 this Option 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.


 


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


 


22. 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.


 






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23. 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 Option.


 


24. Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received
an Option 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 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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EXHIBIT B


 


SOC TELEMED, INC.


 


2020 EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


 


 


	SOC Telemed, Inc.	 
	 	 
	 	 
	Attention: 	 	 


 


1. Exercise
of Option. Effective as of today, , , the undersigned (“Purchaser”) hereby elects to purchase, ,
shares (the “Shares”) of the Common Stock of SOC Telemed, Inc. (the “Company”)
under and pursuant to the 2020 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement
dated , (the “Award Agreement”). The purchase price for the Shares will be USD $ , as required by the
Award Agreement.


 


2. Delivery
of Payment. Purchaser herewith delivers to the Company, or otherwise makes adequate arrangements satisfactory to the Company,
the full purchase price of the Shares and any Tax-Related Items (as defined in the Agreement) to be paid in connection with the
exercise of the Option.


 


3. Representations
of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and
agrees to abide by and be bound by their terms and conditions.


 


4. Rights
as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist
with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired will be issued
to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for
which the record date is prior to the date of issuance, except as provided in Section 14 of the Plan.


 


5. Tax
Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase
or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable
in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.


 


6. Entire
Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan
and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof,
and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser.
This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Virginia.


 


	Submitted by:	 	Accepted by:
	 	 	 
	PURCHASER:	 	SOC TELEMED, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title
	 	 	 
	 	 	 
	 	 	Date Received