Exhibit 10.1


 


FORM OF SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on April 15, 2021, by and between D8 Holdings Corp., a Cayman Islands
exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and
in connection therewith change its name to Vicarious Surgical Inc.)(the “Company”), and the undersigned subscriber
(“Subscriber”).


 


WHEREAS, concurrently with
the execution of this Subscription Agreement, the Company is entering into a definitive agreement with Vicarious Surgical Inc., a Delaware
corporation (“Vicarious”), and the other parties thereto, in substantially the form previously provided to Subscriber,
providing for a business combination between the Company and Vicarious (the “Merger Agreement” and the transactions
contemplated by the Merger Agreement, the “Transaction”);


 


WHEREAS,
prior to the closing of the Transaction, the Company will domesticate as a Delaware corporation in accordance with Section 388 of
the Delaware General Corporation Law and Article 206 of the Cayman Islands Companies Law (2020 Revision) (the “Domestication”),
and in connection with the Domestication and the Transaction, change its name to Vicarious Surgical Inc. As part of the Domestication,
each Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Ordinary Share”) shall convert
into one share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”);


 


WHEREAS, in connection with
the Transaction, Subscriber desires to subscribe for and purchase from the Company after the Domestication
and prior to or substantially concurrently with the consummation of the Transaction, that number of shares of Class A Common Stock
set forth on the signature page hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per
Share Price” and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the “Purchase
Price”), and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the
Purchase Price by or on behalf of Subscriber to the Company; and


 


WHEREAS, on or about the date
of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription Agreements”
and together with the Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other
Subscribers” and together with Subscriber, the “Subscribers”), which are on substantially the same terms
as the terms in this Subscription Agreement, pursuant to which the Subscribers have agreed to purchase on the closing date of the Transaction,
inclusive of the Subscribed Shares, an aggregate amount of 11,500,000 shares of Class A Common Stock, at the Per Share Price (the shares
of the Other Subscribers, the “Other Subscribed Shares”) for an aggregate purchase price, inclusive of the Purchase
Price, of $115,000,000 (the “PIPE Transaction”).


 


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


 


Section 1. 
Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby subscribes
for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase
Price, the Subscribed Shares (such subscription and issuance, the “Subscription”).


 






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Section 2. 
Closing.


 


(a) 
The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of
the Transaction (the “Closing Date”), following the Domestication and prior to or substantially concurrently with and
conditioned upon the effectiveness of the consummation of the Transaction.


 


(b) 
At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the
“Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase
Price to the Company. No later than one (1) Business Day prior to the Closing Date as set forth in the Closing Notice, Subscriber shall
deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account
specified by the Company in the Closing Notice, such funds to be held by the Company in escrow, segregated from and not comingled with
other funds of the Company (and in no event will such funds be held in the Trust Account) until the Closing. Upon satisfaction (or, if
applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing,
the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription
Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) (and
the Purchase Price shall be released from escrow automatically and without further action by the Company or the Subscriber), and (ii)
as promptly as practicable (but not more than 24 hours) after the Closing, evidence from the Company’s transfer agent of the issuance
to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding the foregoing two sentences, if Subscriber informs
the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised
by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance
policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall
apply: Subscriber shall deliver at 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence
from the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase
Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the
Company in the Closing Notice against delivery by the Company to Subscriber of the Subscribed Shares in book entry form, free and clear
of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the
name of Subscriber (or its nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent
of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction
does not occur within one (1) Business Day after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed
to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days after the
anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer
in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding
such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of
any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y)
unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated
to redeliver funds to the Company following the Company’s delivery to Subscriber of a new Closing Notice in accordance with this
Section 2 and Subscriber and the Company shall remain obligated to consummate the Closing upon satisfaction of the conditions set
forth in this Section 2. For the purposes of this Subscription Agreement, “Business Day” means any day other
than a Saturday or Sunday, or any other day on which banks located in Hong Kong, New York, New York or governmental authorities in the
Cayman Islands (for so long as the Company remains domiciled in the Cayman Islands) are required or authorized by law to be closed for
business.


 






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(c) 
The Closing shall be subject to the satisfaction, or valid waiver in writing by each of the parties hereto, of the conditions that,
on the Closing Date:


 


		(i)	no suspension of the offering or sale of the Subscribed Shares shall have been initiated or, to the Company’s
knowledge, threatened by the Commission;



 


		(ii)	all conditions precedent to the closing of the Transaction set forth in Article VII the Merger Agreement
shall have been satisfied (as determined by the parties to the Merger Agreement) or waived in writing by the person with the authority
to make such waiver (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction pursuant
to the Merger Agreement, but subject to the satisfaction of such conditions at such closing), and the closing of the Transaction shall
be scheduled to occur substantially concurrently with the Closing;



 


		(iii)	no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation
of the transactions contemplated hereby (including, without limitation, the Domestication) illegal or otherwise restraining or prohibiting
consummation of the transactions contemplated hereby, and no such governmental authority shall have instituted or threatened in writing
a proceeding seeking to impose any such restraint or prohibition; and



 


		(iv)	the shares of Class A Common Stock shall be approved for listing on the New York Stock Exchange (the “Stock
Exchange”), subject only to official notice of issuance.



 


(d) 
The obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the
Company of the additional conditions that, on the Closing Date:


 


		(i)	except as otherwise provided under Section 2(d)(ii), all representations and warranties of Subscriber
contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties
that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct in all
respects) at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier
date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and
warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and correct
in all respects) as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the
representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date, but without
giving effect to consummation of the Transaction, or as of such earlier date, as applicable; and



 


		(ii)	Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.



 






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(e) 
The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by Subscriber
of the additional conditions that, on the Closing Date:


 


		(i)	all representations and warranties of the Company contained in this Subscription Agreement shall be true
and correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material
Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing
Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation
and warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality
or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such earlier
date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and
agreements of the Company contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of
the Transaction, or as of such earlier date, as applicable;



 


		(ii)	the Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the
Closing;



 


		(iii)	the Merger Agreement shall not have been amended, modified, supplemented or waived in a manner that would
reasonably be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under
this Subscription Agreement; and



 


		(iv)	there shall have been no amendment, waiver or modification to the Other Subscription Agreements that materially
benefits any Other Subscriber thereunder or to the Additional Subscription Agreements that materially benefits any Additional Subscriber
thereunder, in each case unless the Subscriber has been offered substantially the same benefits.



 


(f) 
Prior to or at the Closing, Subscriber shall deliver to the Company all such other information as is reasonably requested in order
for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name
the Subscribed Shares are to be issued (or the Subscriber’s nominee in accordance with its delivery instructions) and a duly completed
and executed Internal Revenue Service Form W-9 or appropriate Form W-8.


 


Section 3. 
Company Representations and Warranties. The Company represents and warrants to Subscriber that:


 


(a) 
The Company (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation, (ii)
has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted
and to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its
business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in
which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect
to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material
Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change,
development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together as a whole (on a consolidated
basis) that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties,
financial condition, stockholders’ equity or results of operations the Company and its subsidiaries, taken as a whole (for such
purposes, treating the Transaction as having been consummated) or on the ability of the Company to comply with the terms of this Subscription
Agreement, including the issuance and sale of the Subscribed Shares.


 






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(b) 
Upon the completion of the Domestication, the Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber
against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable,
free and clear of all liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities
laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the Company’s
organizational documents or the laws of its jurisdiction of incorporation.


 


(c) 
This Subscription Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization,
execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


(d) 
The execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares hereunder, the compliance
by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is
a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) the organizational
documents of the Company, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body,
domestic or foreign, having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii),
would reasonably be expected to have a Company Material Adverse Effect.


 


(e) 
Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Subscription Agreement,
the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the Stock Exchange)
or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation,
the issuance of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration
Statement (as defined below) pursuant to Section 5 below, (iii) filings required by the United States Securities and Exchange Commission
(the “Commission”), (iv) those required by the Stock Exchange, including with respect to obtaining shareholder approval,
(v) those required to consummate the Transaction as provided under the Merger Agreement, including those required in connection with the
Domestication, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vii)
those the failure of which to obtain would not have a Company Material Adverse Effect.


 


(f) 
Except for such matters as have not had and would not have a Company Material Adverse Effect, there is no (i) suit, action, claim,
proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing
against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against
the Company or any subsidiary of the Company.


 






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(g) 
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement,
no registration under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities (or Blue
Sky) laws is required for the offer and sale of the Subscribed Shares by the Company to Subscriber.


 


(h) 
Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares or the Other Subscribed
Shares. The Subscribed Shares or the Other Subscribed Shares are not being offered in a manner involving a public offering under, or in
a distribution in violation of, the Securities Act or any state securities laws. Neither the Company nor any person acting on the Company’s
behalf has, directly or indirectly, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances
that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection
with the offer and sale by the Company of the Subscribed Shares as contemplated hereby or the Other Subscribed Shares as contemplated
by the Other Subscription Agreements or (ii) cause the offering of the Subscribed Shares pursuant to this Subscription Agreement
or the Other Subscribed Shares pursuant to the Other Subscription Agreements to be integrated with prior offerings by the Company for
purposes of the Securities Act or any applicable shareholder approval provisions. Neither the Company nor any person acting on the Company’s
behalf has offered or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be
expected to subject the offer, issuance or sale of the Subscribed Shares or the Other Subscribed Shares, as contemplated hereby, to the
registration provisions of the Securities Act.


 


(i) 
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3)
is applicable.


 


(j) 
The Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations thereunder.


 


(k) 
As of the Closing Date, the Class A Common Stock will be eligible for clearing through The Depository Trust Company (the “DTC”),
through its Deposit/Withdrawal At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System
(DRS) of DTC with respect to the Class A Common Stock. The Company’s transfer agent is a participant in DTC’s Fast Automated
Securities Transfer Program.


 


(l) 
Except for Credit Suisse Securities (USA) LLC (the “Placement Agent”), no broker or finder is entitled to any
brokerage or finder’s fee or commission in connection with the sale of the Subscribed Shares to Subscriber or the Other Subscribed
Shares to the Other Subscribers. The Company is solely responsible for the payment of any fees, costs, expenses and commissions of the
Placement Agent.


 






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(m) 
As of their respective dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other document
filed by the Company with the Commission (the “SEC Documents”) complied in all material respects with the requirements
of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that that the Company may have improperly accounted for its outstanding
warrants as equity instruments and may be required to restate its previously filed financial statements to reflect the classification
of its outstanding warrants as liabilities for accounting purposes (the “Warrant Accounting Issue”). The financial
statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects
the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments, and such consolidated financial statements
have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”) (except (i) for the Warrant Accounting Issue, (ii) as may be disclosed therein or in the
notes thereto, and (iii) except that the unaudited financial statements may not contain all footnotes required by GAAP). A copy of each
SEC Document is available to each Subscriber via the Commission’s EDGAR system. The Company has timely filed each report, statement,
schedule, prospectus, and registration statement that the Company was required to file with the Commission since its initial registration
of the Class A Ordinary Shares with the Commission. There are no material outstanding or unresolved comments in comment letters from the
staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Documents.


 


(n) 
As of the date hereof, the authorized share capital of the Company is $22,100 divided into 200,000,000 Class A Ordinary Shares,
20,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and, together with the
Class A Ordinary Shares, the “Ordinary Shares”) and 1,000,000 preference shares of a par value of $0.0001 (the “Preference
Shares”). As of the date hereof and immediately prior to the Domestication and prior to giving effect to the Closing and the
Transaction: (i) 34,500,000 Class A Ordinary Shares, 8,625,000 Class B Ordinary Shares (the “Founder Shares”) and no
Preference Shares were issued and outstanding; (ii) 17,250,000 warrants, each exercisable to purchase one Class A Ordinary Share at $11.50
per share, and 8,900,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share (together
“Warrants”), were issued and outstanding; and (iii) no Ordinary Shares were subject to issuance upon exercise of outstanding
options. No Warrants are exercisable on or prior to the Closing. All (A) issued and outstanding Ordinary Shares have been duly authorized
and validly issued, are fully paid and non-assessable and are not subject to preemptive rights and (B) outstanding Warrants have been
duly authorized and validly issued, are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to
(1) the Other Subscription Agreements or the Additional Subscription Agreements, or (2) the Merger Agreement, there are no outstanding
options, warrants or other rights to subscribe for, purchase or acquire from the Company any Ordinary Shares or other equity interests
in the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable or exercisable for
Equity Interests. Except as set forth in the Merger Agreement, the Company has no subsidiaries and does not own, directly or indirectly,
interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements,
voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of
any Equity Interests, other than (A) as set forth in the SEC Documents and (B) as contemplated by the Merger Agreement. Except as described
in the SEC Documents, there are no securities or instruments issued by or to which the Company is a party containing anti-dilution or
similar provisions that will be triggered by the issuance of (i) the Subscribed Shares or (ii) the shares to be issued pursuant to any
Other Subscription Agreement.


 


(o) 
The issued and outstanding Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed
for trading on the Stock Exchange under the symbol “DEH.” There is no suit, action, proceeding or investigation pending or,
to the knowledge of the Company, threatened against the Company by the Stock Exchange or the Commission with respect to any intention
by such entity to deregister the Class A Ordinary Shares or prohibit or terminate the listing of the Class A Ordinary Shares on the Stock
Exchange. The Company has taken no action that is designed to terminate the registration of the Class A Ordinary Shares under the Exchange
Act. Following the Domestication, the Subscribed Shares are expected to be registered under the Exchange Act in accordance with Section
5 of this Agreement and listed for trading on the Stock Exchange.


 






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(p) 
The Company is not, and immediately after receipt of payment for the Subscribed Shares and the Other Subscribed Shares and consummation
of the Transaction, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


(q) 
None of the Company, the Sponsor (as defined in the Merger Agreement) nor any of their respective Affiliates has entered into any
subscription agreement, side letter or other agreement with any Other Subscriber or any other investor in connection with such Other Subscriber’s
or investor’s direct or indirect investment in the Company other than (i) the Merger Agreement, (ii) the Other Subscription Agreements,
(iii) subscription agreements for the sale of up to 7.5 million shares of Class A Common Stock at a per share price equal to or exceeding
the Share Purchase Price and on other terms no more favorable to any subscriber party thereunder (the “Additional Subscribers”)
than the terms of this Subscription Agreement (the “Additional Subscription Agreements”). The Other Subscription Agreements
have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Share Purchase Price
and terms that are no more favorable to any such Other Subscriber thereunder than the terms of this Subscription Agreement.


 


Section 4. 
Subscriber Representations and Warranties. Subscriber represents and warrants to the Company that:


 


(a) 
Subscriber (i) is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii)
has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement.


 


(b) 
This Subscription Agreement has been duly authorized, executed and delivered by Subscriber, and assuming the due authorization,
execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation
of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


(c) 
The execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber
with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture,
mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber
is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii)
any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over Subscriber or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse
effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.


 


(d) 
Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying
the applicable requirements set forth on Annex A hereto, (ii) is acquiring the Subscribed Shares only for its own account and not
for the account of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor
accounts, each owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act)
or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Shares with
a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the
Company with the requested information on Annex A following the signature page hereto).


 






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(e) 
Subscriber acknowledges and agrees that the Subscribed Shares are being offered in a transaction not involving any public offering
within the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act and that the
Company is not required to register the Subscribed Shares except as set forth in Section 5 of this Subscription Agreement. Subscriber
acknowledges and agrees that the Subscribed Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber
absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) pursuant
to an applicable exemption from the registration requirements of the Securities Act, (including without limitation a private resale pursuant
to so called “Section 4(a)11⁄2”), or (iii) an ordinary course pledge such as a broker lien over account property generally,
and, in each of clauses (i)-(iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United
States, and that any certificates or account entries representing the Subscribed Shares shall contain a restrictive legend to such effect.
Subscriber acknowledges and agrees that the Subscribed Shares will be subject to these securities law transfer restrictions, and as a
result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the
Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period of
time. Subscriber acknowledges and agrees that the Subscribed Shares will not be immediately eligible for offer, resale, transfer, pledge
or disposition pursuant to Rule 144 promulgated under the Securities Act, as amended (“Rule 144”) until at least one year
following the filing of certain required information with the Commission after the Closing Date. Subscriber acknowledges and agrees that
it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares.


 


(f) 
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further
acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants
or agreements made to Subscriber by the Company, the Placement Agent, any of their respective affiliates or any control persons, officers,
directors, employees, partners, agents or representatives, any other party to the Transaction or any other person or entity, expressly
or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Subscription
Agreement.


 


(g) 
In making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by Subscriber
and the Company’s representations in Section 3 of this Subscription Agreement. Subscriber acknowledges and agrees that Subscriber
has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Shares,
including with respect to the Company, Vicarious (and its subsidiaries (collectively, the “Acquired Companies”)) and
the Transaction, and made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations
relevant to Subscriber’s investment in the Subscribed Shares. Without limiting the generality of the foregoing, Subscriber acknowledges
that it has reviewed the Company’s filings with the Commission. Subscriber represents and agrees that Subscriber and Subscriber’s
professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information
as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect
to the Subscribed Shares. Subscriber acknowledges that certain information provided by the Company was based on projections, and such
projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in
the projections. Subscriber further acknowledges that the information provided to Subscriber (other than, for the avoidance of doubt,
the information expressly set forth in the representations and warranties made by the Company herein) was preliminary and subject to change,
including in the registration statement and the proxy statement that the Company intends to file with the Commission (which will include
substantial additional information about the Company and the Transaction and will update and supersede the information previously provided
to Subscriber (other than, for the avoidance of doubt, the information expressly set forth in the representations and warranties made
by the Company herein)). Subscriber acknowledges and agrees that none of the Acquired Companies or the Placement Agent or any of their
affiliates or any of such person’s or its affiliate’s control persons, officers, directors, employees or other representatives,
legal counsel, financial advisors, accountants or agents (collectively, “Representatives”) has provided Subscriber
with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary or desired. None of the
Acquired Companies, Placement Agent or any of their respective affiliates or Representatives has made or makes any representation as to
the Company or the Acquired Companies or the quality or value of the Subscribed Shares. In addition, the Placement Agent and its affiliates
or Representatives may have acquired non-public information with respect to the Company or the Acquired Companies which Subscriber agrees
need not be provided to it. In connection with the issuance of the Subscribed Shares to Subscriber, none of the Placement Agent or its
affiliates has acted as a financial advisor or fiduciary to Subscriber.


 






    9


     


    

 


(h) 
Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the
Company or by means of contact from the Placement Agent, and the Subscribed Shares were offered to Subscriber solely by direct contact
between Subscriber and the Company or its affiliates. Subscriber did not become aware of this offering of the Subscribed Shares, nor were
the Subscribed Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Company represents and warrants that
the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (within the meaning of Regulation
D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act, or any state securities laws.


 


(i) 
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed
Shares, including those set forth in the SEC Documents. Subscriber has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity to
seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment
decision. Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in
investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to
all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating
its participation in the purchase of the Subscribed Shares. Subscriber understands and acknowledges that the purchase and sale of the
Subscribed Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption
under FINRA Rule 2111(b).


 


(j) 
Subscriber has analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed
Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic
risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total
loss exists.


 


(k) 
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Subscribed Shares or made any findings or determination as to the fairness of this investment.


 






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(l) 
Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by
the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by
the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any
OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a
non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies,
if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable
law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the
“BSA/PATRIOT Act”), such Subscriber maintains policies and procedures reasonably designed to comply with applicable
obligations under the BSA/PATRIOT Act. To the extent required by applicable law, Subscriber maintains policies and procedures reasonably
designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable
law, Subscriber maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase
the Subscribed Shares were legally derived.


 


(m) 
No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state
have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the
purchase and sale of Subscribed Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States would
be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company
from and after the Closing as a result of the purchase and sale of Subscribed Shares hereunder.


 


(n) 
If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other
arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or an employee
benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA),
a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions
under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code,
or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each,
a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber
represents and warrants that (i) neither the Company, nor any of its respective affiliates (the “Transaction Parties”)
has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed
Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision
to acquire, continue to hold or transfer the Subscribed Shares and (ii) the acquisition and holding of the Subscribed Shares will not
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.


 


(o) 
When required to deliver payment pursuant to Section 2, Subscriber will have sufficient funds to pay the Purchase Price
pursuant to Section 2.


 


(p) 
Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by
any person, firm or corporation (including, without limitation, the Company, Vicarious, the Placement Agent or any of their respective
affiliates or any of its or their respective control persons, officers, directors, employees, agents or representatives), other than the
representations and warranties of the Company contained in Section 3 of this Subscription Agreement, in making its investment or
decision to invest in the Company. Subscriber agrees that neither (i) any Other Subscriber pursuant to an Other Subscription Agreement
or any other agreement related to the private placement of shares of Common Stock (including the controlling persons, officers, directors,
partners, agents or employees of any such Subscriber), (ii) the affiliates, control persons, officers, directors, partners, agents, employees
or representatives of the Company or any other party to the Merger Agreement, nor (iii) the Placement Agent, its affiliates or any of
their or their respective affiliates’ control persons, officers, directors, partners, agents, employees or representatives shall
be liable to Subscriber or any Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private
placement of shares of Common Stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the purchase of the Subscribed Shares hereunder.


 






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(q) 
No broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by Subscriber solely in connection
with the sale of the Subscribed Shares to Subscriber.


 


(r) 
At all times on or prior to the Closing Date, Subscriber has no binding commitment to dispose of, or otherwise transfer (directly
or indirectly), any of the Subscribed Shares.


 


(s) 
Subscriber hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with the
Subscriber, shall, directly or indirectly, engage in any hedging activities or execute any Short Sales as defined in Rule 200 of Regulation
SHO under the Exchange Act with respect to the securities of the Company prior to the Closing or the earlier termination of this Subscription
Agreement in accordance with its terms. Notwithstanding the foregoing, (i) nothing in this Section 4(s) shall restrict Subscriber’s
ability to maintain bona fide hedging positions in respect of the Warrants of the Company held by the Subscriber as of the date hereof;
(ii) nothing herein shall prohibit other entities under common management with the Subscriber or any investment portfolios of the Subscriber
that have no knowledge of this Subscription Agreement or of the Subscriber’s participation in the Subscription (including the Subscriber’s
controlled affiliates and/or affiliates) from entering into any Short Sales and (iii) in the case of a Subscriber that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers
have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the
investment decision to purchase the Subscribed Shares covered by this Subscription Agreement.


 


(t) 
Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by Subscriber with the SEC with respect
to the beneficial ownership of the Company’s outstanding securities prior to the date hereof, Subscriber is not currently (and at
all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding
or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than a “group”
comprised solely of affiliates of the Subscriber.


 


(u) 
Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Company.


 


(v) 
Subscriber acknowledges and is aware that the Placement Agent is acting as financial advisor to Vicarious in connection with the
Transaction.


 






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Section 5. 
Registration of Subscribed Shares.


 


(a) 
The Company agrees that, within thirty (30) calendar days following the Closing Date, the Company will file with the Commission
(at the Company’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares (the “Registration
Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof, but in any event no later than sixty (60) calendar days after the Closing Date (the “Effectiveness
Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after
the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further
the Company shall have the Registration Statement declared effective within ten (10) Business Days after the date the Company is notified
(orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement will not be “reviewed”
or will not be subject to further review; provided, further, that (i) if the Effectiveness Deadline falls on a Saturday,
Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day
on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness
Date shall be extended by the same number of Business Days that the Commission remains closed for, provided that such extension shall
not exceed sixty (60) calendar days. The Company shall provide a draft of the Registration Statement to the Subscriber for review at least
two (2) Business Days in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”),
and Subscriber shall provide any comments on the Registration Statement to the Company no later than the day immediately preceding the
Filing Date. Unless otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber
shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber
be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration
Statement upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including
any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities
Act for the resale of the Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall register for
resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted by the Commission. In
such event, the number of Subscribed Shares or other shares to be registered for each selling stockholder named in the Registration Statement
shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional
shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file one or more new Registration
Statement(s) (such amendment or new Registration Statement shall also be deemed to be “Registration Statement” hereunder)
to register such additional Subscribed Shares and cause such amendment or Registration Statement(s) to become effective as promptly as
practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the filing of such Registration Statement
(the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to
one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration Statement is reviewed by,
and comments thereto are provided from, the Commission; provided, further the Company shall have such Registration Statement declared
effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff
of the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review; provided,
further that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed
for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission
remains closed for, provided that such extension shall not exceed sixty (60) calendar days. Any failure by the Company to file a Registration
Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations
to file or effect a Registration Statement as set forth in this Section 5.


 






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(b) 
The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming
part of a Registration Statement, the Company will use its commercially reasonable efforts to cause such Registration Statement to remain
effective with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement
to the related prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earlier
of (i) two (2) years from the effective date of the Registration Statement, and (ii) the date on which all of the Subscribed Shares shall
have been sold and the Company shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement as soon as reasonably practicable. For so long as the Registration Statement shall remain effective, the
Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary
to enable Subscriber to resell Subscribed Shares pursuant to the Registration Statement, qualify the Subscribed Shares for listing on
the applicable stock exchange on which the Company’s Common Stock are then listed and update or amend the Registration Statement
as necessary to include Subscribed Shares. The Company will use its commercially reasonable efforts to (i) for so long as the Subscriber
holds Subscribed Shares, make and keep public information available (as those terms are understood and defined in Rule 144) and file with
the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act so long as the Company
remains subject to such requirements to enable the Subscriber to resell the Subscribed Shares pursuant to Rule 144, (ii) cause the removal
of all restrictive legends from any Subscribed Shares being sold under the Registration Statement or pursuant to Rule 144 at the time
of sale of such Subscribed Shares and, at the request of a Holder, cause the removal of all restrictive legends from any Subscribed Shares
held by such Holder that may be sold by such Holder without restriction under Rule 144, including without limitation, any volume and manner
of sale restrictions, and (iii) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection
with the instruction under subclause (ii) upon the receipt of such supporting documentation, if any, as reasonably requested by such counsel.
“Holder” shall mean the Subscriber or person to which the rights under this Section 5 shall have been assigned pursuant
to the terms of this Subscription Agreement. The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with
Rule 13d-3 of the Exchange Act, of Subscribed Shares to the Company (or its successor) upon reasonable request to assist the Company in
making the determination described above.


 


(c) 
The Company’s obligations to include the Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing
in writing to the Company a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber,
the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares as shall be reasonably
requested by the Company to effect the registration of the Subscribed Shares, and Subscriber shall execute such documents in connection
with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any
customary blackout or similar period or as permitted hereunder; provided, that the Company shall request such information from
Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior to the anticipated filing date of the
Registration Statement. For the avoidance of doubt, the Subscriber shall not in connection with the foregoing be required to execute any
lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Subscribed Shares.
In the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request,
inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten
offering of Subscribed Shares. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of
such Registration Statement, and from time to time require Subscriber not to sell under the Registration Statement or suspend the use
or effectiveness of any such Registration Statement if it determines in good faith that in order for the registration statement to not
contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use would reasonably be expected
to materially affect a bona fide business or financing transaction of the Company or would reasonably be expected to require premature
disclosure of information that would materially adversely affect the Company (each such circumstance, a “Suspension Event”);
provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than
sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and (x) the Company shall use commercially
reasonable efforts to make such registration statement available for the sale by the Subscriber of such securities as soon as practicable
thereafter.


 






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(d) 
Upon receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding
the Company and which notice shall not be subject to any duty of confidentiality) of the happening of (i) an issuance by the Commission
of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which
notice shall be given no later than three (3) Business Days from the date of such event, (ii) any Suspension Event during the period that
the Registration Statement is effective, which notice shall be given no later than three (3) Business Days from the date of such Suspension
Event, or (iii) or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement
of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made (in the case of the prospectus) not misleading, the Subscriber agrees that (1) it will
immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt,
sales conducted pursuant to Rule 144) until the Subscriber receives copies of a supplemental or amended prospectus (which the Company
agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (2) it will maintain
the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law, subpoena
or regulatory request or requirement. If so directed by the Company, the Subscriber will deliver to the Company or, in the Subscriber’s
sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in the Subscriber’s possession; provided, however,
that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (w) to the extent
the Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory
or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (x) to copies stored electronically
on archival servers as a result of automatic data back-up.


 


(e) 
For purposes of this Section 5 of this Subscription Agreement, (i) “Subscribed Shares” shall mean, as
of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security
issued or issuable with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange,
or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall
have been duly assigned pursuant to the terms of this Subscription Agreement.


 


(f) 
The Company shall indemnify and hold harmless Subscriber (to the extent a seller under the Registration Statement), the officers,
directors, members, managers, partners, agents and employees of Subscriber, each person who controls Subscriber (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, managers, partners, agents and
employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”)
that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement,
any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent that untrue statements, alleged untrue statements, omissions or alleged
omissions are based upon information regarding Subscriber furnished in writing to the Company by or on behalf of Subscriber expressly
for use therein or Subscriber has omitted a material fact from such information, provided that the Company has given notice of such event
to the Subscriber in accordance with the terms of this Agreement. The Company shall notify Subscriber promptly of the institution, threat
or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5 of which the
Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified
party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, the Company’s indemnification
obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written
consent of the Company (which consent shall not be unreasonably withheld or delayed).


 






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(g) 
Subscriber shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such
controlling persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based upon any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the Registration Statement,
or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not
misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions
are based upon information regarding Subscriber furnished in writing to the Company by or on behalf of Subscriber expressly for use therein
and that Subscriber has received notice from the Company of such event in accordance with the terms of this Agreement. In no event shall
the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the
Subscribed Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, Subscriber indemnification obligations
shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent
of Subscriber (which consent shall not be unreasonably withheld or delayed).


 


(h) 
Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or
entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment
or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement), which settlement shall not include a statement or admission of fault and culpability
on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


(i) 
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of the Subscribed Shares purchased pursuant to this Subscription Agreement.


 






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(j) 
If the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability
of the Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of Subscribed Shares giving rise to such
indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or
not supplied by, in the case of an omission), or on behalf of such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in this Section 5, any legal or other fees, charges or expenses reasonably incurred by such party
in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this Section 5(j) from any person or entity who was not guilty
of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable for consequential,
special, exemplary or punitive damages in connection with this Subscription Agreement or the transactions contemplated hereby.


 


Section 6. 
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earliest to occur of (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) upon the mutual
written agreement of the parties hereto to terminate this Subscription Agreement, (c) if, on the Closing Date of the Transaction, any
of the conditions to Closing set forth in Section 2 of this Subscription Agreement have not been satisfied as of the time required
hereunder to be so satisfied or waived by the party entitled to grant such waiver and, as a result thereof, the transactions contemplated
by this Subscription Agreement are not consummated, and (d) October 15, 2021, if the Closing has not occurred by such date other than
as a breach of the terminating party’s obligations hereunder; provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination of the Merger
Agreement promptly after the termination thereof. Upon the termination hereof in accordance with this Section 6, any monies paid
by Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) Business Day) be returned in full
to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without any deduction
for or on account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated.


 


Section 7. 
Trust Account Waiver. Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its
initial public offering (the “IPO”) dated June 25, 2020 available at www.sec.gov, the Company has established a trust
account (the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously
with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public shareholders and certain
other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees
that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held
in the Trust Account, and shall not make any claim against the Trust Account, arising out or as a result of, in connection with or relating
in any way to this Subscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory
of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably
waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Subscription
Agreement, and (c) will not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this
Subscription Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit Subscriber’s
right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions
by Subscriber in respect of Class A Ordinary Shares acquired by any means other than pursuant to this Subscription Agreement.


 






    17


     


    

 


Section 8. 
Miscellaneous.


 


(a) 
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior
to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business Day
or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent to the recipient via overnight mail
by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address
specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given
in accordance with this Section 8(a). A courtesy electronic copy of any notice sent by methods (i), (iii), or (iv) above shall
also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable signature page hereof or
to an electronic mail address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) 
Subscriber acknowledges that the Company, the Placement Agent and others will rely on the acknowledgments, understandings, agreements,
representations and warranties of Subscriber contained in this Subscription Agreement; provided, however, that the foregoing clause of
this Section 8(b) shall not give the Company or the Placement Agent any rights other than those expressly set forth herein. Prior
to the Closing, Subscriber agrees to promptly notify the Company and the Placement Agent if it becomes aware that any of the acknowledgments,
understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects.
The Company acknowledges that Subscriber and the Placement Agent will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly notify Subscriber and the
Placement Agent if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the
Company set forth herein are no longer accurate in all material respects. The Company and the Subscriber each further acknowledges and
agrees that the Placement Agent is a third-party beneficiary of the acknowledgments, representations, warranties and covenants of the
parties contained in this Subscription Agreement.


 


(c) 
Each of the Company, the Placement Agent and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy
hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


(d) 
Each party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein.


 






    18


     


    

 


(e) 
Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired
hereunder and the rights set forth in Section 5) may be transferred or assigned by Subscriber. Neither this Subscription Agreement
nor any rights that may accrue to the Company hereunder may be transferred or assigned by the Company (provided, that, for the
avoidance of doubt, the Domestication shall not be deemed a transfer by the Company hereunder). Notwithstanding the foregoing, Subscriber
may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds
or accounts managed or advised by the investment manager who acts on behalf of Subscriber) or, with the Company’s prior written
consent, to another person; provided, that in the case of any such assignment, the assignee(s) shall become a Subscriber hereunder
and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the
extent of such assignment and provided further that no such assignment shall relieve the assigning Subscriber of its obligations
hereunder if any such assignee fails to perform such obligations, unless the Company has each given its prior written consent to such
relief.


 


(f) 
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(g) 
The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the
eligibility of Subscriber to acquire the Subscribed Shares and to register the Subscribed Shares for resale, and Subscriber shall promptly
provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal
policies and procedures; provided, that the Company agrees to keep any such information provided by Subscriber confidential, except
(A) as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws,
rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange.
Subscriber acknowledges that the Company may file a form of this Subscription Agreement with the Commission as an exhibit to a current
or periodic report of the Company or a registration statement of the Company.


 


(h) 
This Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties
hereto and Vicarious.


 


(i) 
This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


(j) 
Except as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person. Except as set forth in Section 5, Section 6, Section 8(b), Section 8(c),
Section 8(e), Section 8(h) and this Section 8(j) with respect to the persons specifically referenced therein, this
Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successors
and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement
for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.


 


(k) 
The parties hereto acknowledge and agree that (i) this Subscription Agreement is being entered into in order to induce the Company
to execute and deliver the Merger Agreement and (ii) irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies
would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to seek equitable relief,
including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to
enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such
party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall
be entitled to specifically enforce Subscriber’s obligations to fund the Subscription and the provisions of the Subscription Agreement,
in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to waive
any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that a remedy
of specific enforcement pursuant to this Section 8(k) is unenforceable, invalid, contrary to applicable law or inequitable for any reason;
and (z) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.


 






    19


     


    

 


(l) 
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in
full force and effect.


 


(m) 
No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course
of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial
exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps
to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall
entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice
or demand.


 


(n) 
This Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or
other electronic submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed
the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(o) 
This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without
regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.


 


(p) 
EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH
PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL
BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 






    20


     


    

 


(q) 
The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement
must be brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State
of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal
court within the State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction over
a particular matter, any state court within the State of Delaware) (collectively the “Designated Courts”). Each party
hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to
this Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction,
and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated
Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been
brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or
document to a party hereof in compliance with Section 8(a) of this Subscription Agreement shall be effective service of process
for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction
as set forth above.


 


(r) 
This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising
out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only
be brought against the entities that are expressly named as parties hereto.


 


(s) 
The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, file with the Commission a Current Report on Form 8-K (the “Disclosure Document”) disclosing all material
terms of this Subscription Agreement and the Other Subscription Agreements and the transactions contemplated hereby and thereby, the Transaction
and any other material, nonpublic information that the Company has provided to Subscriber or any of Subscriber’s affiliates, attorneys,
agents or representatives at any time prior to the filing of the Disclosure Document and including as exhibits to the Disclosure Document,
the form of this Subscription Agreement and the Other Subscription Agreement (in each case, without redaction). Upon the issuance of the
Disclosure Document, to the Company’s knowledge, Subscriber and Subscriber’s affiliates, attorneys, agents and representatives
shall not be in possession of any material, non-public information received from the Company or any of its affiliates, officers, directors,
or employees or agents, and Subscriber. Notwithstanding anything in this Subscription Agreement to the contrary, the Company (i) shall
not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates
or advisers in any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of the
Subscriber or any of its affiliates or advisers, or include the name of the Subscriber or any of its affiliates or advisers in any filing
with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required
by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws, rules or regulations,
at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange, in which case of clause
(A) or (B), the Company shall provide the Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and
shall reasonably consult with the Subscriber regarding such disclosure. Subscriber will promptly provide any information reasonably requested
by the Company for any regulatory application or filing made or approval sought in connection with the Transaction (including filings
with the Commission).


 


(t) 
If any change in the shares of the Company shall occur between the date of this Subscription Agreement and immediately prior to
the Closing by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange
or readjustment of shares, or any stock dividend, the number of Subscribed Shares issued to Subscriber shall be appropriately adjusted
to reflect such change.


 






    21


     


    

 


(u) 
The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber
or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance
of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other
Subscription Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made
by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise)
or prospects of the Company, Vicarious or any of their respective subsidiaries which may have been made or given by any Other Subscriber
or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees
shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials,
statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber
or other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers
or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by
this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent
for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection
with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be
entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement,
and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.


 


(v) 
The headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to
limit or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen
by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the
context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained in
or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the meaning
assigned to it in accordance with GAAP, (iii) words in the singular or plural include the singular and plural and pronouns stated in either
the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including”
in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive.


 


(w) 
The Company shall be responsible for paying all present or future stamp, court or documentary, intangible, recording, filing or
similar taxes that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise
with respect to, this Subscription Agreement.


 


[Signature pages follow.]


 






    22


     


    

 





IN WITNESS WHEREOF,
the Company has accepted this Subscription Agreement as of the date first set forth above.


 


	 	D8 HOLDINGS CORP.
	 	 
	 	By:	                                             
	 	Name:
	 	Title:
	 	 
	 	Address for Notices:
	 	 
	 	D8 Holdings Corp.
	 	Unit 1008, 10/F, Champion Tower
	 	3 Garden Road
	 	Central, Hong Kong
	 	 
	 	Email:        donald.tang@celadonpartners.com
	 	Attention:  Donald Tang
	 	 
	 	with a copy (not to constitute notice) to:
	 	 
	 	White & Case LLP
	 	1221 Avenue of the Americas
	 	New York, New York 10020
	 	 
	 	Email:         joel.rubinstein@whitecase.com
	 	                   elliott.smith@whitecase.com
	 	Attention:   Joel Rubinstein
	 	                    Elliott Smith



 


[Signature Page to Subscription Agreement]


 






     


     


    

 





IN WITNESS WHEREOF, Subscriber has executed
or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.


 


	Name of Subscriber:	 	State/Country of Formation or Domicile:
	 	 	 
	By:	 	 	 
	Name:	                                    	 	 
	Title:	 	 	 
	 	 	 
	Name in which Subscribed Shares are to be registered (if different):	 	Date: ________, 2021
	 	 	 
	Subscriber’s EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	Attn:	 	 	Attn: 	                          
	 	 	 
	Telephone No.:	 	Telephone No.:
	Email for notices:	 	Email for notices (if different):
	 	 	 
	Number of Shares of Class A Common Stock subscribed for:	 	 
	 	 	 
	Aggregate Purchase Price: $	 	Price Per Share: $10


 


[Signature Page to Subscription Agreement]


 






     


     


    

 





Annex
A


 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed by
Subscriber


and constitutes a part of the Subscription Agreement.


 


		1.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)



 


		☐ 	Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”)



 


		☐ 	We are subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account
is a QIB.



 


		2.	ACCREDITED INVESTOR STATUS (Please check the box)



 


		☐	Subscriber is an institutional “accredited investor” (within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act), and has marked and initialed the appropriate box below indicating the provision under which
it qualifies as an institutional “accredited investor.”



 


		3.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


	 	☐	is:
	 	 	 
	 	☐	is not:




 


an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant part,
states that an institutional “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that
person. Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber
and under which Subscriber accordingly qualifies as an institutional “accredited investor.”


 


	 	☐	Any bank, registered broker or dealer, insurance company, registered investment company, business development company, small business
investment company, private business development company, or rural business investment company;
	 	 	 
	 	☐	Any investment adviser registered pursuant to section
203 of the Investment Advisers Act or registered pursuant to the laws of a state;
	 	 	 
	 	☐	Any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers
Act;
	 	 	 
	 	☐	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 






     


     


    

 


	 	☐	Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and
loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess
of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited
investors”;
	 	 	 
	 	☐	Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization described
in section 501(c)(3) of the Internal Revenue Code, in each case that was not formed for the specific purpose of acquiring the securities
offered and that has total assets in excess of $5,000,000; or
	 	 	 
	 	☐	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D under the Securities Act;




 


This page should
be completed by Subscriber and constitutes a part of the Subscription Agreement.


 


	 	SUBSCRIBER:
	 	Print Name: 
	 	 	 
	 	By: 	             
	 	Name:	 
	 	Title: