Exhibit 10.14.2


 


Option No.


 


QUANTUM-SI INCORPORATED


 


Stock Option Grant Notice


Stock Option Grant under the Company’s


2013 Employee, Director and Consultant Equity Incentive
Plan


 


	1.	Name and Address 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 Schedule - sample below]


 


	[On the last day of the

 quarter of the first

 anniversary of the 

Vesting Start Date	up to
    ___________Shares1
	[Every month thereafter on 
 the last day of the month

                                                                                until [______]
	an additional ___________Shares


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


 





 



 


1 If the agreement
does not set forth a vesting schedule as to a specific number of shares and a % is used instead consider adding the following to the
end of the vesting schedule to address the potential vesting of fractional shares: “provided that the number of shares vesting
on each date shall be rounded down to the nearest whole number, whilst the number of shares vesting on the final date shall be the remaining
unvested balance of the Shares.”


 






    


     


    

 


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 2013 Employee, Director and Consultant Equity Incentive Plan and the terms of this Option Grant
as set forth above.


 


	 	QUANTUM-SI
    INCORPORATED
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	PARTICIPANT:
	 	 
	 	 
	 	Name:




 






    2


     


    

 





QUANTUM-SI INCORPORATED


 


STOCK OPTION AGREEMENT - INCORPORATED TERMS
AND CONDITIONS


 


AGREEMENT made as of the date
of grant set forth in the Stock Option Grant Notice by and between Quantum-SI Incorporated (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 common stock, $0.0001 par value per share (the “Shares”),
under and for the purposes set forth in the Company’s 2013 Employee, Director and Consultant 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 9 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:


 






    Exhibit A-2


     


    

 





		(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



 


		(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:


 


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



 


		(d)	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 9 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.


 






    Exhibit A-3


     


    

 


		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.


 


		7.	NON-ASSIGNABILITY.



 


The Option shall not be transferable
by the Participant otherwise than by will or by the laws of descent and distribution. For California Participants, the Option shall not
be transferable other than by will, by the laws of descent and distribution, to a revocable trust or as permitted by Rule 701 of the Securities
Act of 1933. 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 and the Participant, with the
approval of the Administrator, may transfer the Option for no consideration to or for the benefit of the Participant’s Immediate
Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited
liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Administrator may
establish, and the transferee shall remain subject to all the terms and conditions applicable to the Option prior to such transfer and
each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer. The term “Immediate
Family” shall mean the Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships, sisters,
brothers, nieces, nephews and grandchildren (and, for this purpose, shall also include the Participant). 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.


 






    Exhibit A-4


     


    

 


		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 upon exercise
of 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.


 


		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
of 1933, as now in force or hereafter amended (the “1933 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 1933 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:



 






    Exhibit A-5


     


    

 





“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 1933 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.



 


12.1         
The Shares acquired by the Participant pursuant to the exercise of the Option granted hereby shall not be transferred by the Participant
except as permitted herein. If the Participant is or becomes a party to a separate Stockholders’ Agreement with the Company and
the terms of this Agreement and such Stockholders’ Agreement conflict, the terms contained in such Stockholders’ Agreement
shall govern and supersede any conflicting provision contained in this Section 12.


 


12.2         
In the event of the Participant’s termination of service for any reason, the Company shall have the option, but not the obligation,
to repurchase all or any part of the Shares issued pursuant to this Agreement (including, without limitation, Shares purchased after termination
of service, Disability or death in accordance with Section 4 hereof). In the event the Company does not, upon the termination of service
of the Participant (as described above), exercise its option pursuant to this Section 12.2, the restrictions set forth in the balance
of this Agreement shall not thereby lapse, and the Participant for himself or herself, his or her heirs, legatees, executors, administrators
and other successors in interest, agrees that the Shares shall remain subject to such restrictions. The following provisions shall apply
to a repurchase under this Section 12.2:


 


		(i)	The per share repurchase price of the Shares to be sold to the Company upon exercise of its option under
this Section 12.2 shall be equal to the Fair Market Value of each such Share determined in accordance with the Plan as of the date of
termination of service, provided, however, in the event of a termination by the Company for Cause, the per share repurchase price of the
Shares to be sold to the Company upon exercise of its option under this Section 12.2 shall be equal to the lesser of the Exercise Price
and the Fair Market Value on the date of the repurchase.



 






    Exhibit A-6


     


    

 





		(ii)	The Company’s option to repurchase the Participant’s Shares in the event of termination of
service shall be valid for a period of 18 months commencing with the date of such termination of service.



 


		(iii)	In the event the Company shall be entitled to and shall elect to exercise its option to repurchase the
Participant’s Shares under this Section 12.2, the Company shall notify the Participant, or in case of death, his or her Survivor,
in writing of its intent to repurchase the Shares. Such written notice may be mailed by the Company up to and including the last day of
the time period provided for in Section 12.2(ii) for exercise of the Company’s option to repurchase.



 


		(iv)	The written notice to the Participant shall specify the address at, and the time and date on, which payment
of the repurchase price is to be made (the “Closing”). The date specified shall not be less than ten days nor more than 60
days from the date of the mailing of the notice, and the Participant or his or her successor in interest with respect to the Shares shall
have no further rights as the owner thereof from and after the date specified in the notice. At the Closing, the repurchase price shall
be delivered to the Participant or his or her successor in interest and the Shares being purchased, duly endorsed for transfer, shall,
to the extent that they are not then in the possession of the Company, be delivered to the Company by the Participant or his or her successor
in interest.



 


12.3         
It shall be a condition precedent to the validity of any sale or other transfer of any Shares by the Participant that the following
restrictions be complied with (except as otherwise provided in this Section 12):


 


		(i)	No Shares owned by the Participant may be sold, pledged or otherwise transferred (including by gift or
devise) to any person or entity, voluntarily, or by operation of law, except in accordance with the terms and conditions hereinafter set
forth.



 


		(ii)	Before selling or otherwise transferring all or part of the Shares, the Participant shall give written
notice of such intention to the Company, which notice shall include the name of the proposed transferee, the proposed purchase price per
share, the terms of payment of such purchase price and all other matters relating to such sale or transfer and shall be accompanied by
a copy of the binding written agreement of the proposed transferee to purchase the Shares of the Participant. Such notice shall constitute
a binding offer by the Participant to sell to the Company such number of the Shares then held by the Participant as are proposed to be
sold in the notice at the monetary price per share designated in such notice, payable on the terms offered to the Participant by the proposed
transferee (provided, however, that the Company shall not be required to meet any non-monetary terms of the proposed transfer, including,
without limitation, delivery of other securities in exchange for the Shares proposed to be sold). The Company shall give written notice to
the Participant as to whether such offer has been accepted in whole by the Company within 60 days after its receipt of written notice
from the Participant. The Company may only accept such offer in whole and may not accept such offer in part. Such acceptance notice shall
fix a time, location and date for the Closing on such purchase (“Closing Date”) which shall not be less than ten nor more
than sixty days after the giving of the acceptance notice, provided, however, if any of the Shares to be sold pursuant to this Section
12.3 have been held by the Participant for less than six months, then the Closing Date may be extended by the Company until no more than
ten days after such Shares have been held by the Participant for six months if required under applicable accounting rules in effect at
the time. The place for such Closing shall be at the Company’s principal office. At such Closing, the Participant shall accept payment
as set forth herein and shall deliver to the Company in exchange therefor certificates for the number of Shares stated in the notice accompanied
by duly executed instruments of transfer.



 






    Exhibit A-7


     


    

 


		(iii)	If the Company shall fail to accept any such offer, the Participant shall be free to sell all, but not
less than all, of the Shares set forth in his or her notice to the designated transferee at the price and terms designated in the Participant’s
notice, provided that (i) such sale is consummated within six months after the giving of notice by the Participant to the Company as aforesaid,
and (ii) the transferee first agrees in writing to be bound by the provisions of this Section 12 so that such transferee (and all subsequent
transferees) shall thereafter only be permitted to sell or transfer the Shares in accordance with the terms hereof. After the expiration
of such six months, the provisions of this Section 12.3 shall again apply with respect to any proposed voluntary transfer of the Participant’s
Shares.



 


		(iv)	The restrictions on transfer contained in this Section 12.3 shall not apply to (a) transfers by the Participant
to his or her spouse or children or to a trust for the benefit of his or her spouse or children, (b) transfers by the Participant to his
or her guardian or conservator, and (c) transfers by the Participant, in the event of his or her death, to his or her executor(s) or administrator(s)
or to trustee(s) under his or her will (collectively, “Permitted Transferees”); provided however, that in any such event the
Shares so transferred in the hands of each such Permitted Transferee shall remain subject to this Agreement, and each such Permitted Transferee
shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer.



 


		(v)	The provisions of this Section 12.3 may be waived by the Company. Any such waiver may be unconditional
or based upon such conditions as the Company may impose.



 


12.4          In
the event that the Participant or his or her successor in interest fails to deliver the Shares to be repurchased by the Company
under this Agreement, the Company may elect (a) to establish a segregated account in the amount of the repurchase price, such
account to be turned over to the Participant or his or her successor in interest upon delivery of such Shares, and (b) immediately
to take such action as is appropriate to transfer record title of such Shares from the Participant to the Company and to treat the
Participant and such Shares in all respects as if delivery of such Shares had been made as required by this Agreement. The
Participant hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of
effectuating the preceding sentence.


 






    Exhibit A-8


     


    

 


12.5         
If the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise
distribute securities of the Company to the holders of its Common Stock, the number of shares of stock or other securities of the Company
issued with respect to the shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to
the Company’s rights to repurchase pursuant to this Agreement. If the Company shall distribute to its stockholders shares of stock
of another corporation, the shares of stock of such other corporation, distributed with respect to the Shares then subject to the restrictions
contained in this Agreement, shall be added to the Shares subject to the Company’s rights to repurchase pursuant to this Agreement.


 


12.6         
If the outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares or combined into a
smaller number of shares, or in the event of a reclassification of the outstanding shares of Common Stock of the Company, or if the Company
shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Shares then subject to the restrictions
contained in this Agreement such amount and kind of securities as are issued in such subdivision, combination, reclassification, merger,
consolidation or capital reorganization in respect of the Shares subject immediately prior thereto to the Company’s rights to repurchase
pursuant to this Agreement.


 


12.7         
The Company shall not be required to transfer any Shares on its books which shall have been sold, assigned or otherwise transferred
in violation of this Agreement, or to treat as owner of such Shares, or to accord the right to vote as such owner or to pay dividends
to, any person or organization to which any such Shares shall have been so sold, assigned or otherwise transferred, in violation of this
Agreement.


 


12.8         
The provisions of Sections 12.1, 12.2 and 12.3 shall terminate upon the effective date of the registration of the Shares pursuant
to the Securities Exchange Act of 1934.


 


12.9          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 NASD Rule 2711 or
similar rules thereto (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.


 






    Exhibit A-9


     


    

 


12.10     
The Participant acknowledges and agrees that neither the Company, its shareholders 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.


 


12.11     
All certificates representing the Shares to be issued to the Participant pursuant to this Agreement shall have endorsed thereon
a legend substantially as follows: “The shares represented by this certificate are subject to restrictions set forth in a Stock
Option Agreement dated_____________, 202__ with this Company, a copy of which Agreement is available for inspection at the offices of
the Company or will be made available upon request.”


 


		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.


 






    Exhibit A-10


     


    

 


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:


 


Quantum-SI Incorporated


530 Old Whitfield Street


Guilford, CT 06437


Attention: President


 


If to the Participant at the
address set forth on the Stock Option Grant Notice or to such other address or addresses of which notice in the same manner has previously
been given. 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 Connecticut and agree that such litigation shall be conducted in the state courts of Connecticut or the
federal courts of the United States for the District of Connecticut.


 






    Exhibit A-11


     


    

 


		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 AND SIGNATURES.



 


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. 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.
This Agreement may be executed and delivered via facsimile, email or other electronic transmission with the same force and effect as if
an original were executed and may be signed in any number of counterparts, with the same effect as if the signatures hereto were upon
the same instrument.


 


		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; 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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    Exhibit A-12


     


    

 


Exhibit A


 





NOTICE OF EXERCISE OF STOCK OPTION


 


[Form for Unregistered Shares]


 


To:      Quantum-SI Incorporated


 


Ladies and Gentlemen:


 


I hereby exercise my Stock
Option to purchase _____________ shares (the “Shares”) of the common stock, $0.0001 par value, of Quantum-SI Incorporated
(the “Company”), at the exercise price of $_____ per share, pursuant to and subject to the terms of that certain Stock Option
Agreement between the undersigned and the Company dated ____________ , 202__.


 


I am aware that the Shares
have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand
that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements
by me in this Notice of Exercise.


 


I hereby represent and warrant
that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares;
(2) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my
satisfaction; (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any
information obtained concerning the Shares and the Company; and (4) I have such knowledge and experience in financial and business matters
that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto.


 


I hereby represent and warrant
that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any
part of the Shares.


 


I understand that because
the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite
time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or
an exemption from such registration requirements is available.


 


I agree that I will in no
event sell or distribute or otherwise dispose of all or any part of the Shares unless (1) there is an effective registration statement
under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares or (2) the Company receives
an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration
or the Company otherwise satisfies itself that such transaction is exempt from registration.


 









    Exhibit A-1


     


    

 


I consent to the placing of
a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer
contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares
until the Shares may be legally resold or distributed without restriction.


 


I understand that at the present
time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of
the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented
to me that it will register the sale of the Shares.


 


I understand the terms and
restrictions on the right to dispose of the Shares set forth in the 2013 Employee, Director and Consultant Equity Incentive Plan and the
Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares
referring to such restriction and the placing of stop transfer orders until the Shares may be transferred in accordance with the terms
of such restrictions.


 


I have considered the Federal,
state and local income tax implications of the exercise of my 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



 


and mail the certificate to me at the following address:


 


	 	 
	 	 
	 	 





 






    Exhibit A-2


     


    

 


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


 


	 	 
	 	 
	 	 



 


	 	 
	 	Very
    truly yours,
	 	 
	 	 
	 	Participant
    (signature)
	 	 
	 	 
	 	Print
    Name
	 	 
	 	 
	 	Date
	 	 
	 	 
	 	Social
    Security Number




 






    Exhibit A-3


     


    

 


Exhibit B


 





NOTICE OF EXERCISE OF STOCK OPTION


 


[Form for Shares Registered in the United States]


 


To:       Quantum-SI Incorporated


 


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 common stock, $0.0001 par value, of Quantum-SI Incorporated (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 B-1


     


    

 


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


 


	 	 
	 	 
	 	 



 


	 	 
	 	Very
    truly yours,
	 	 
	 	 
	 	Participant
    (signature)
	 	 
	 	 
	 	Print
    Name
	 	 
	 	 
	 	Date
	 	 
	 	 
	 	Social
    Security Number




 






    Exhibit B-2