Exhibit 10.12

     

    November 4, 2020

      
        
           

          

          	
                   

                


        

      

      

    

    Christian LaPointe

     

    Dear Christian:

     

    On behalf of Quantum-Si, I am pleased to offer you a position as General Counsel beginning November 9, 2020 or as soon as practical. You will report to
      John Stark. Your annualized compensation in this position will consist of an annual base salary of $240,000 paid in twice monthly pay periods, less required deductions.

     

    Beginning with the 2021 calendar year, you will be considered for an annual discretionary bonus targeted at 40% of your annual base salary. At the end of each calendar year, the Board of Directors,
      after meaningful consultation with you, will establish performance goals and targets for the following year and review the bonus target for the current calendar year. Such bonus shall be paid each February of the following calendar year, and it will
      be a condition of your eligibility to receive any bonus that you remain employed with Quantum-Si through the scheduled date of payment of such bonuses. With respect to your bonus for the 2021 calendar year, such bonus will be deferred and payable
      upon Quantum-Si achieving commercial revenue in excess of $20 million.

     

    

    In addition to the outlined cash compensation, you will receive 300,000 stock options (“Time-Based Options”) in Quantum-Si that (i) will be subject to the approval of Quantum-Si’s Board of
      Directors, (ii) will be subject to the terms of the grant documents therefore, (iii) subject to continued service and the specific terms of your grant, will vest over a four year period with the following schedule: 25% on the last day of the calendar
      quarter of the one year anniversary of your start date, and 2.083% at the end of each month thereafter. In the event of a sale or merger (excluding a SPAC transaction) prior to December 31, 2021, the vesting will be accelerated to 100,000 vested
      options at the time of the closing of such sale or merger.

     

    You will be based out of your home office in Boston, MA with travel as needed to Quantum-Si’s facility in Guilford, CT.

     

    Quantum-Si recognizes the need for employees to take time away from the office to creatively recharge. We also believe in taking personal responsibility for managing our own time, workload and
      results. For these reasons our Flexible Paid Time Off (FPTO) policy affords eligible employees the flexibility to be given an indeterminate amount of paid time off from work for vacation, personal or family obligations and other personal
      requirements, subject to the requirements of the policy, including advance notice and prior approval in Quantum-Si’s discretion. In no event will any employee be compensated for unused vacation time. You will also be eligible to participate in
      medical and other benefit plans in accordance with the rules and eligibility of those plans currently in effect. Health insurance shall commence on your start date. Further, while we expect you to remain with Quantum-Si for a long time, this letter
      is not an employment contract and you will be an at-will employee. This letter is subject to successful completion of a background check. By signing this letter, you authorize Quantum-Si to conduct such background check

     

    
      Quantum-Si considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. As a condition of this offer of employment, you are required to
        sign Quantum-Si’s Non-competition/Non-solicit, Confidentiality and Intellectual Property Agreement.

    

     

    

    
      
        


    

    
      
        	
                 

              


      

    

     

    

    We appreciate your exceptional talent and are very excited about you joining our growing and dynamic team at Quantum-Si. We firmly believe that Quantum-Si offers a unique combination of emotional,
      intellectual, and interpersonal stimulation that will be truly enjoyable. As a member of our growing team you will be in the rare position of helping to shape the culture and direction of our organization. We have tremendous opportunities ahead of
      us, and I am confident you have the expertise required to help us achieve our objectives. If you have any questions regarding this offer, the position, or the company’s benefits programs, please do not hesitate to reach out.

     

    Please note that this offer will expire on November 6, 2020 unless accepted by you in writing prior to such date.

     

    

    
      	 	 	
              Sincerely,

            
	 	 	 
	 	 	
              Quantum-Si, Incorporated

            
	 	 	 
	 	 	
              By: 

            	/s/ Alexander C. Magary
	 	 	 
	 	 	
              Name:  

            	Alexander C. Magary
	 	 	 
	 	 	
              Title:  

            	VP, Legal & Asst. Corp. Secretary
	 	 	 
	
              ACCEPTED AND AGREED:

            	 	 
	 	 	 
	
              Signature:  

            	/s/ Christian LaPointe	 	 
	 	 	 
	
              Name: 

            	Christian LaPointe	 	 
	 	 	 
	
              Address:  

            	25 Northern Ave #1610	 	 
	 	 	 
	
              Boston, MA 02210

            	 	 


    

     

    
      
        


    

    
      
        	
                 

              


      

    

     

    February 16, 2021

    (Replaces letter dated February 10, 2021)

     

    CHRISTIAN LaPOINTE

     

    Christian,

     

    This letter confirms the plans regarding the Q-Si option grants included in your offer letter.

     

    You will receive 213,600 RSUs (“Award”) in Quantum-Si that (i) will be subject to the approval of Quantum-Si’s Board of Directors expected to occur at the upcoming meeting of the Board planned for
      Wednesday February 17, 2021 (the “February Meeting”), (ii) will be subject to the terms of the grant documents therefore, and (iii) subject to continued service and the specific terms of your grant, will vest over a four year period with the
      following schedule: Contingent upon the consummation of the planned Business Combination and your continued employment on the applicable vesting dates, 25% on January 7, 2022, and the remainder in equal quarterly installments over the following 3
      years, beginning on March 31, 2022, with the actual vesting dates set so as to not coincide with a trading blackout period to the extent necessary or advisable. Notwithstanding the foregoing, if the Business Combination is not consummated prior to
      February 17, 2022, the Award will be forfeited and will be of no further force, effect or value.

     

    If the planned Business Combination transaction does not move forward, Quantum-Si would revert to a Option grant to you in place of the above discussed, with an exercise price equal to the fair
      value as of the date of approval by the Quantum-Si Board of Directors.

     

    	
            Sincerely,

          	
            Signed

          
	
            Quantum-Si Incorporated

          	 
	 	 
	

          	
            /s/ Christian LaPointe

          
	
            /s/ Jonathan M. Rothberg, Ph.D.

          	
            Christian LaPointe

          
	
            Jonathan M. Rothberg, Ph.D.

          	 
	
            Chairman of the Board