Exhibit 10.5


 


RESTRICTED STOCK UNIT AWARD AGREEMENT

PURSUANT TO THE

SOMALOGIC, INC. 2021 OMNIBUS INCENTIVE PLAN


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Participant: __________________________


Grant Date: __________________________


Number of Restricted Stock Units Granted: _____________________


 


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THIS RESTRICTED STOCK UNIT
AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SomaLogic,
Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the SomaLogic, Inc.
2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the
Committee; and


 


WHEREAS, it has been determined
under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”) provided
herein to the Participant.


 


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


 


1. Incorporation
By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not
to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as
if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed
thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan
carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan,
the terms of the Plan shall control.


 


2. Grant
of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number
of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this
Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s
interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other
rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this
Agreement.


 






    


     


    

 


3. Vesting.


 


(a) Subject
to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as follows, provided that the Participant
has not incurred a Termination prior to each such vesting date:


 


	Vesting Date	 	 	Number of RSUs	 
	[●]	 	 	[●]	 
	[●]	 	 	[●]	 
	[●]	 	 	[●]	 
	[●]	 	 	[●]	 



 


There shall be no proportionate or partial vesting
in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s
continued service with the Company or any of its Subsidiaries on each applicable vesting date.


 


(b) Committee
Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated
vesting of the RSUs at any time and for any reason.


 


(c) [Termination
Following a Change in Control. Change in Control vesting provisions to be determined on a case-by-case basis by the Committee.]


 


(d) Forfeiture.
Except as provided pursuant to Section 3(c) above, and subject to the Committee’s discretion to accelerate vesting hereunder, all
unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.


 


4. Delivery
of Shares.


 


(a) General.
Subject to the provisions of Sections 4(b) and 4(c) hereof, within thirty (30) days following the vesting of the RSUs, the Participant
shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on the applicable vesting
date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the shares of Common Stock
to be issued within ten (10) days following the issuance of such shares unless such shares have been transferred out of treasury by the
Company.


 


(b) Blackout
Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company
on the date such issuance would otherwise be made pursuant to Section 4(a) hereof, such issuance shall be instead made on the earlier
of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar
year in which such issuance would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half
(2 1⁄2) months following the date such issuance would otherwise have been made hereunder.


 


(c) Deferrals.
If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written
plan or procedure adopted by the Company from time to time for purposes of such election, to defer the issuance of all or any portion
of the shares of Common Stock that would otherwise be issued to the Participant hereunder (the “Deferred Shares”),
consistent with the requirements of Section 409A of the Code. Upon the vesting of such RSUs, the applicable number of Deferred Shares
shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to
Section 5 hereof, the number of shares of Common Stock equal to the number of Deferred Shares credited to the Participant’s Account
shall be issued to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures
of the Company, consistent with the requirements of Section 409A of the Code.


 






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5. Dividends;
Rights as Stockholder. Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry
account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall
not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same
time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Dividends
in specie consisting of shares of the Company (“share dividends”) paid on Common Stock shall be credited to a dividend book
entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such share dividends
shall be paid in Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in
accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with
respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.


 


6. Non-Transferability.
No portion of the RSUs or the shares of Common Stock underlying the RSUs may be sold, assigned, transferred, encumbered, hypothecated
or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein, unless and until payment
is made in respect of all vested RSUs in accordance with the provisions hereof and the Participant has become the holder of record of
the shares of Common Stock issuable hereunder.


 


7. Governing
Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.


 


8. Withholding
of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company,
an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s
FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code
and/or any other applicable law, rule or regulation with respect to the RSUs and, if the Participant fails to do so, the Company may otherwise
refuse to issue or transfer any of the shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any minimum
statutorily required withholding obligation with regard to the Participant may, with the consent of the Committee, be satisfied by reducing
the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder.


 


9. Legend.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates
representing the shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly
present to the Company any and all certificates representing the shares of Common Stock acquired pursuant to this Agreement in the possession
of the Participant in order to carry out the provisions of this Section 9.


 






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10. Securities
Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and
warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:


 


(a) The
Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities
Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10.


 


(b) If
the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder
must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional
registration statement (or a “re-offer prospectus”) with regard to the shares of Common Stock and the Company is under no
obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).


 


(c) If
the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the
exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the shares of Common
Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions
of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made
only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.


 


11. Entire
Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect
to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between
the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement
from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by
both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of
this Agreement as soon as practicable after the adoption thereof.


 


12. Notices.
Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon
receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing
and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.


 


13. No
Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall
be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of
the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason
and with or without Cause.


 






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14. Transfer
of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary)
of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without
limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.


 


15. Compliance
with Laws. The grant of RSUs and the issuance of the shares of Common Stock hereunder shall be subject to, and shall comply with,
any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation,
the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and
any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the RSUs or any
of the shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the
settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to
evidence compliance with any applicable law or regulation.


 


16. Binding
Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without
the prior express written consent of the Company.


 


17. Headings.
The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.


 


18. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute
one and the same instrument.


 


19. Further
Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order
to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated
thereunder.


 


20. Severability.
The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of
this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable
to the fullest extent permitted by law.


 


21. Acquired
Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award
of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company;
(c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants
or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary
salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.


 


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


 


	 	SOMALOGIC, INC.
	 	 
	 	By:	              
	 	Name:	
	 	Title:1
	 	 
	 	PARTICIPANT
	 	 
	 	By:	
	 	Name:	
	 	Title:	



 


 


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