Exhibit 10.2


 


SPONSOR SUPPORT AGREEMENT


 


This Sponsor Support Agreement
(the “Sponsor Agreement”) is dated as of April 15, 2021, by and among D8 Sponsor LLC, a Cayman Islands limited liability
company (“Sponsor”), D8 Holdings Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as
a Delaware corporation prior to the Closing (as defined in the Merger Agreement)) (“Parent”), the undersigned individuals,
each of whom is a member of Parent’s board of directors and/or management team (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders” and collectively with Sponsor, “Sponsor Parties”) and Vicarious
Surgical Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, as of the date hereof,
Sponsor and certain Insiders are holders of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the
Exchange Act) of Parent Class B Shares and Private Placement Warrants as set forth on Schedule I attached hereto (together with
any other equity securities of Parent that the Sponsor and the Insiders hold of record or beneficially, as of the date of this Agreement,
or acquire record or beneficial ownership of after the date hereof, collectively, the “Subject Securities”);


 


WHEREAS, contemporaneously with
the execution and delivery of this Sponsor Agreement, Parent, Snowball Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned
subsidiary of Parent (“Merger Sub”), and the Company, have entered into an Agreement and Plan of Merger (as amended
or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, among other
transactions, Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving entity and a wholly owned
subsidiary of Parent, on the terms and conditions set forth therein;


 


WHEREAS, the Parent, the Sponsor
and the Insiders are party to those certain letter agreements, dated as of July 14, 2020 and April 9, 2021 (together, the “Insider
Letter”), and, pursuant to Section 13 of the Insider Letter, wish to amend the Insider Letter as set forth in Section 1.8 hereto;
and


 


WHEREAS, as an inducement to
Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto
desire to agree to certain matters as set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree
as follows:


 


Article
I

SPONSOR SUPPORT AGREEMENT; COVENANTS


 


Section 1.1 
Binding Effect of Merger Agreement. Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement
and has had the opportunity to consult with its tax and legal advisors. Sponsor shall be bound by and comply with Section 6.03 (Other
Filings; Press Release) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if Sponsor was an
original signatory to the Merger Agreement with respect to such provisions.


 






    


     


    

 


Section 1.2  No
Transfer. During the period commencing on the date hereof and ending on the earlier of (a) 180 days after the Effective Time and
(b) the occurrence of a Triggering Event (provided that, the 30 day consecutive trading day period referenced in the definition of
Triggering Event shall have commenced no earlier than 90 days after the Effective Time), (the “Lock Up Period”),
Sponsor and the Insiders shall not, without the prior written consent of the Company, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or
establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Exchange Act, as amended, with respect to any Subject Securities owned by it, him or her (unless the transferee agrees to be
bound by this Sponsor Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Subject Securities owned by it, him or her, or (iii) publicly announce any
intention to effect any transaction specified in clause (i) or (ii) (any of the actions described in clauses (i) – (iii), a
“Transfer”). As used herein, “Triggering Event” means that the share price equal to the volume
weighted average closing sale price of one share of Domesticated Parent Class A Stock as reported on the NYSE (or the exchange on
which the shares of Domesticated Parent Class A Stock are then listed) is greater than or equal to $12.00 for a period of at least
20 trading days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (which
shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations,
reclassifications, combination, exchange of shares or other like change or transaction with respect to Domesticated Parent Class A
Stock occurring on or after the Closing).


 


Section 1.3 
 Permitted Transferees. Notwithstanding anything to the contrary in Section 1.2, Sponsor and the Insiders (together with
any permitted transferee pursuant to this Section 1.3 that has complied with this Section 1.3) may Transfer Subject Securities (i) to
Parent’s officers or directors, any affiliate or family member of any of Parent’s officers or directors, any members or partners
of Sponsor or their affiliates, any affiliates of Sponsor, or any employees of such affiliates, (ii) to other Sponsor Parties, (iii) in
the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is
a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization, (iv) in the case
of an individual, by virtue of laws of descent and distribution upon death of such individual, (v) in the case of an individual, pursuant
to a qualified domestic relations order, (vi) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution
in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (vii) by private sales
or transfers made in connection with any forward purchase agreement or similar agreement at prices no greater than the price at which
the securities were originally purchased, (viii) in the event of Parent’s liquidation prior to the Closing, in accordance with the
plan of liquidation and applicable law, (ix) by virtue of the laws of the Cayman Islands (or after the Closing, the laws of the State
of Delaware) or Sponsor’s limited liability company agreement upon dissolution of Sponsor, or (x) in the event of Parent’s
liquidation, merger, capital stock exchange or other similar transaction which results in all of Parent’s shareholders having the
right to exchange their shares of Parent Class A Share for cash, securities or other property; provided, however, that in the case of
clauses (i) – (vii) or (ix), these permitted transferees must enter into a written agreement agreeing to be bound by this Sponsor
Agreement.


 






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Section 1.4 
New Shares. In the event that (a) any Parent Shares, Private Placement Warrants, Public Warrants (together with Private
Placement Warrants, the “Parent Warrants”) or other equity securities of Parent are issued to Sponsor after the date
of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of
Parent Shares or Parent Warrants of, on or affecting the Parent Shares or Parent Warrants owned by Sponsor or otherwise, (b) Sponsor purchases
or otherwise acquires beneficial ownership of any Parent Shares, Parent Warrants or other equity securities of Parent after the date of
this Sponsor Agreement, or (c) Sponsor acquires the right to vote or share in the voting of any Parent Shares or other equity securities
of Parent after the date of this Sponsor Agreement (such Parent Shares, Parent Warrants or other equity securities of Parent, collectively
the “New Securities”), then such New Securities acquired or purchased by Sponsor shall be subject to the terms of this
Sponsor Agreement to the same extent as if they constituted the Subject Securities owned by Sponsor as of the date hereof.


 


Section 1.5 
Sponsor Agreements.


 


(a) 
At any meeting of the shareholders of Parent, however called, or at any adjournment thereof, or in any other circumstance in which
the vote, consent or other approval of the shareholders of Parent is sought, Sponsor and each Insider shall (i) appear at each such meeting
or otherwise cause all of its Parent Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause
to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its
Parent Shares:


 


(i) 
in favor of each Parent Shareholder Matter;


 


(ii) 
against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent;


 


(iii)   
against any change in the business, management or board of directors of Parent (other than in connection with the Parent Shareholder
Matters); and


 


(iv)    
against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Support Agreement,
the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation
or agreement of Parent or the Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VII (Conditions
to the Transaction) of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization
of, including the voting rights of any class of capital stock of, Parent.


 


Each Sponsor Party hereby
agrees that such Sponsor Party shall not commit or agree to take any action inconsistent with the foregoing.


 


(b) 
Each Sponsor Party shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain
letter agreement, dated as of July 14, 2020, by and among the Parent, Sponsor and Parent’s officers and directors (the “Insider
Letter”), including the obligations of Sponsor pursuant to Section 1 therein to not redeem any Parent Shares owned by Sponsor
in connection with the transactions contemplated by the Merger Agreement.


 


(c) 
Each Sponsor Party hereby irrevocably and unconditionally (but subject to the consummation of the Merger) (i) acknowledges that
pursuant to Article 17.2 of the Amended and Restated Memorandum and Articles of Association of Parent (the “Parent Charter”),
all of its shares of Parent Class B Share shall convert into Parent Class A Shares at the Initial Conversion Ratio (as defined in the
Parent Charter) at the Effective Time and (ii) waives for itself, its successors and assigns any adjustment to the Initial Conversion
Ratio to which it would otherwise be entitled pursuant to Article 17.3 of the Parent Charter or otherwise.


 






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Section 1.6 
Further Assurances. Each Sponsor Party shall take, or cause to be taken, all actions and do, or cause to be done, all things
reasonably necessary under applicable laws to consummate the Merger and the other transactions contemplated by the Merger Agreement on
the terms and subject to the conditions set forth therein and herein.


 


Section 1.7 
No Inconsistent Agreement. Each Sponsor Party hereby represents and covenants that it, he or she has not entered into, and
shall not enter into, any agreement that would restrict, limit or interfere with the performance of Sponsor’s obligations hereunder.


 


Section 1.8 
Certain Amendments to Insider Letter. Parent, Sponsor and the Insiders hereby agree that the Insider Letter be amended as follows:


 


(a) 
 Section 7(b) of the Insider Letter is hereby amended by adding the following sentence at the end of that section:


 


“Notwithstanding
anything to the contrary in this Section 7, the Lock-Up Period for the Sponsor and the Insider(s) shall be as set forth in Section 1.2
of that certain Sponsor Support Agreement, dated as of April 15, 2021 by and among the Company, the Sponsor, the Insiders and Vicarious
Surgical Inc.”


 


Article
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1 
Representations and Warranties of Sponsor and Insiders. Each Sponsor Party represents and warrants as of the date hereof,
as follows:


 


(a) 
Organization; Due Authorization. Such Sponsor Party, if an entity, is duly organized, validly existing and in good standing
under the Laws of its jurisdiction in which it is incorporated, formed, organized or constituted. Such Sponsor Party has full power and
authority to execute and deliver this Sponsor Agreement and to perform such Sponsor Party’s obligations hereunder. If such Sponsor
Party is an entity, the execution, delivery and performance by such Sponsor Party of this Sponsor Agreement of this Sponsor Agreement
and the consummation of the transactions contemplated hereby are within such Sponsor Party’s corporate, limited liability company
or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions
on the part of such Sponsor Party. This Sponsor Agreement has been duly executed and delivered by such Sponsor Party and, assuming due
authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid
and binding obligation of such Sponsor Party, enforceable against such Sponsor Party in accordance with the terms hereof (except as enforceability
may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the
availability of specific performance and other equitable remedies).


 


(b) 
Ownership. Such Sponsor Party is the record and beneficial owner (as defined in the Securities Act) of, and has good title
to, all of the Subject Securities listed across such Sponsor Party’s name on Schedule I hereto, and there exist no Liens
or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities
(other than transfer restrictions under the Securities Act)) affecting any such Subject Securities, other than Liens pursuant to (i) this
Sponsor Agreement, (ii) the Parent Charter Documents, (iii) the Merger Agreement, (iv) the Insider Letter, or (v) any applicable securities
Laws. Such Sponsor Party’s Subject Securities are the only equity securities in Parent owned of record or beneficially by such Sponsor
Party on the date of this Sponsor Agreement, and none of such Sponsor Party’s Subject Securities are subject to any proxy, voting
trust or other agreement or arrangement with respect to the voting of such Subject Securities. Other than the Parent Warrants held by
Sponsor, such Sponsor Party does not hold or own any rights to acquire (directly or indirectly) any equity securities of Parent or any
equity securities convertible into, or which can be exchanged for, equity securities of Parent.


 






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(c) 
No Conflicts. The execution and delivery of this Sponsor Agreement does not, and the performance of such Sponsor Party’s
obligations hereunder will not (i) in the case of Sponsor, conflict with or result in a violation of the organization documents of Sponsor,
or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under
any Contract binding upon such Sponsor Party or the Subject Securities), in each case, to the extent such consent, approval or other action
would prevent, enjoin or materially delay the performance of such Sponsor Party’s obligations under this Sponsor Agreement.


 


(d)  Litigation.
There are no Actions pending against such Sponsor Party, or to the knowledge of such Sponsor Party threatened against such Sponsor
Party, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in
any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor Party of its obligations under
this Sponsor Agreement.


 


(e) 
Brokerage Fees. Except as described on Section 3.17 (Brokers; Third Party Expenses) of the Merger Agreement, no broker,
finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with
the transactions contemplated by the Merger Agreement based upon arrangements made by such Sponsor Party, for which Parent or any of its
Affiliates may become liable.


 


(f) 
Acknowledgment. Such Sponsor Party understands and acknowledges that each of Parent and the Company is entering into the
Merger Agreement in reliance upon such Sponsor Party’s execution and delivery of this Sponsor Agreement.


 


Article
III

MISCELLANEOUS


 


Section 3.1 
Termination. This Sponsor Agreement and all of its provisions, including but not limited to Section 1.2 hereof, shall terminate
and be of no further force or effect upon the earliest of (a) such date and time as the Merger Agreement shall be terminated in accordance
with Section 8.01 thereof if the Closing has not occurred, (b) the liquidation of Parent, (c) the written agreement of Sponsor, Parent,
and the Company and (d) the latest to occur of (i) the termination of the Insider Letter and (ii) the end of the Lockup Period. Upon such
termination of this Sponsor Agreement, all obligations of the parties under this Sponsor Agreement will terminate, without any liability
or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party
hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or
otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Sponsor Agreement
shall not relieve any party hereto from liability arising in respect of any breach of this Sponsor Agreement prior to such termination.
This Article III shall survive the termination of this Sponsor Agreement.


 


Section 3.2 
Governing Law. This Sponsor Agreement, and all claims or causes of action (whether in contract or tort) that may be based
upon, arise out of or relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including
any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this
Sponsor Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements
executed and performed entirely within such State.


 






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Section 3.3 
CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a)  THE
PARTIES TO THIS SPONSOR AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE
COURTS OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF
THIS SPONSOR AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS SPONSOR
AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS SPONSOR AGREEMENT
AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT
SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS SPONSOR AGREEMENT MAY NOT BE ENFORCED IN OR BY
SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT
THE VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS SPONSOR AGREEMENT BY
MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED IN SECTION
3.8.


 


(b) 
WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
SPONSOR AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SPONSOR AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SPONSOR AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.3.


 


Section 3.4 
Assignment. This Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors, and permitted assigns or designees. Neither this Sponsor Agreement nor any of the
rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties
hereto.


 


Section 3.5 
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions
of this Sponsor Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Sponsor Agreement and to enforce
specifically the terms and provisions of this Sponsor Agreement in the chancery court or any other state or federal court within the State
of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity.


 


Section 3.6 
Amendment. This Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by Parent, the Company and the Sponsor or its designee, as the
case may be.


 


Section 3.7 
Severability. If any provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Sponsor Agreement will remain in full force and effect. Any provision of this Sponsor Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 






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Section 3.8  Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a)
when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail
return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or
(d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as
follows:


 


If to Parent:


 


D8 Holdings Corp.

Unit 1008, 10/F, Champion Tower,


3 Garden Road, Central, Hong Kong


	Attention:	Walmond Chong
	Email:	walmond.chong@celadonpartners.com



 


with a copy (which
shall not constitute notice) to:


 


White & Case LLP

1221 Avenue of the Americas


New York, NY 10020


	Attention:	Elliott Smith
	 	Gary R. Silverman
	 	Emery Choi
	Email:	elliott.smith@whitecase.com
	 	gary.silverman@whitecase.com
	 	emery.choi@whitecase.com



 


If to the Company:


 


Vicarious Surgical Inc.


56 Roland Street, Suite 2R


Charlestown, MA 02129


	Attention:	Adam Sachs, President
	Email:	asachs@vicarioussurgical.com



 


with a copy (which shall not constitute
notice) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.


One Financial Center


Boston, MA 02111


	Attention:	Edwin C. Pease
	Email:	ecpease@mintz.com



 


If to Sponsor or
any Insider:


 


To Sponsor’s address
set forth in Schedule I


with a copy to (which
will not constitute notice):


 


White & Case LLP

1221 Avenue of the Americas


New York, NY 10020
 


	Attention:	Elliott Smith
	 	Gary R. Silverman
	 	Emery Choi
	Email:	elliott.smith@whitecase.com
	 	gary.silverman@whitecase.com
	 	emery.choi@whitecase.com



 




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Section 3.9 
Counterparts. This Sponsor Agreement may be executed in two or more counterparts (any of which may be delivered by electronic
transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.10   
Trust Account Waiver. Section 6.07 (No Claim Against Trust Account) of the Merger Agreement is hereby incorporated
into this Sponsor Agreement, mutatis mutandis.


 


Section 3.11   
Entire Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by
or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


Section 3.12   
Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
The headings and captions used in this Agreement are for convenience of reference only and are not to affect the construction of or to
be taken into consideration in interpreting this Agreement.


 


[Remainder
of page intentionally left blank]


 




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IN WITNESS WHEREOF, Sponsor, Parent, the Insiders
and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written above.


 


	 	SPONSOR:
	 	 	 
	 	D8 SPONSOR LLC
	 	 	 
	 	By:	/s/ Donald
    Tang
	 	Name:	Donald Tang
	 	Title:	Manager






 


[Signature Page to Sponsor Support Agreement]


 




    


     


    

 


	 	PARENT:
	 	 	 
	 	D8 HOLDINGS CORP.
	 	 	 
	 	By:	/s/ Donald Tang
	 	Name:	Donald Tang
	 	Title:	Director


 


[Signature Page to Sponsor Support Agreement]


 




    


     


    

 


	 	COMPANY:
	 	 
	 	VICARIOUS SURGICAL INC.
	 	 	 
	 	By:	/s/ Adam Sachs
	 	Name:	Adam Sachs
	 	Title:	Chief Executive Officer



 


[Signature Page to Sponsor Support Agreement]


 




    


     


    

 





	 	INSIDERS:
	 	 
	 	/s/ David Chu
	 	David Chu
	 	 
	 	/s/ Donald Tang
	 	Donald Tang
	 	 
	 	/s/ Robert Kirby
	 	Robert Kirby
	 	 
	 	/s/ Michael Kives
	 	Michael Kives
	 	 
	 	/s/ Fred Langhammer
	 	Fred Langhammer
	 	 
	 	/s/ Terry Lundgren
	 	Terry Lundgren
	 	 
	 	/s/ David Ho
	 	David Ho 


 


[Signature Page to Sponsor Support Agreement]