REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2020 • D8 Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2020, is made and entered into by and among D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), D8 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 17th, 2020 • D8 Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 14, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), and D8 Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 26th, 2020 • D8 Holdings Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between D8 HOLDINGS CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 17th, 2020 • D8 Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 14, 2020 by and between D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • July 17th, 2020 • D8 Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 14, 2020, is by and between D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
VICARIOUS SURGICAL INC. COMMON STOCK SALES AGREEMENTSales Agreement • October 7th, 2022 • Vicarious Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Vicarious Surgical Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
D8 Holdings Corp. Unit 1008, 10/F, Champion Tower Central, Hong KongLetter Agreement • July 17th, 2020 • D8 Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Uni
D8 Holdings Corp. 10/F, Champion Tower, 3 Garden Road, Central Hong KongD8 Holdings Corp. • June 26th, 2020 • Blank checks • New York
D8 Holdings Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by D8 Sponsor LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 7,187,500 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2021 • D8 Holdings Corp. • Blank checks • Delaware
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”).
Underwriting AgreementUnderwriting Agreement • July 17th, 2020 • D8 Holdings Corp. • Blank checks • New York
45,000,000 OF SHARES OF Vicarious Surgical Inc. Class A common stock, par value $0.0001 per share UNDERWRITING AGREEMENTVicarious Surgical Inc. • August 4th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Cowen and Company, LLC (“TD Cowen” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vicarious Surgical Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named therein, including the Representatives (the “Underwriters”), of $45,000,000 of shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”).
Indemnification AgreementIndemnification Agreement • September 23rd, 2021 • Vicarious Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this ___ day of ________________, 20___, by and between Vicarious Surgical Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2021 • Vicarious Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2021, is made and entered into by and among D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), D8 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned parties listed under “Sponsor Group Holders” on the signature page(s) hereto (each such party a “Sponsor Group Holder” and, collectively, the “Sponsor Group Holders”) and the undersigned parties listed under “Vicarious Holders” on the signature page(s) hereto (each such party a “Vicarious Holder”) and, collectively, the “Vicarious Holders”). The Sponsor Group Holders, the Vicarious Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG D8 HOLDINGS CORP., SNOWBALL MERGER SUB, INC., VICARIOUS SURGICAL INC., and ADAM SACHS, IN HIS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE DATED AS OF APRIL 15, 2021Agreement and Plan of Merger • April 15th, 2021 • D8 Holdings Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of April 15, 2021, by and among D8 Holdings Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Parent”), Snowball Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), Vicarious Surgical Inc., a Delaware corporation (the “Company”), and Adam Sachs, an individual, in his capacity as the Stockholder Representative hereunder (in such capacity, the “Stockholder Representative”). Each of the Company, Parent, Merger Sub and the Stockholder Representative shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 15th, 2021 • D8 Holdings Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Executive Employment Agreement (the “Agreement”), is made and entered into this 13th day of July, 2021 (the “Execution Date”), and is by and between Vicarious Surgical Inc. (“Company”), and Adam Sachs (“Executive”).
D8 Holdings Corp. Unit 1008, 10/F, Champion Tower Central, Hong KongLetter Agreement • April 15th, 2021 • D8 Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among D8 Holdings Corp., a Cayman Islands exempted company (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to the underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and
78 FOURTH AVENUE WALTHAM, MASSACHUSETTS BUILDING LEASE Tenant: Vicarious Surgical Inc. Landlord: Fourth Avenue LLCLease Agreement • August 2nd, 2021 • D8 Holdings Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS LEASE made this January 25, 2021 between Fourth Avenue LLC, a Massachusetts limited liability company with offices at One Gateway Center in Newton, Massachusetts (“Landlord”), and Vicarious Surgical Inc., a Delaware corporation, with offices in Charlestown, Massachusetts (“Tenant”).
D8 HOLDINGS CORP. Unit 1008, 10/F Champion Tower Central, Hong KongLetter Agreement • July 17th, 2020 • D8 Holdings Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between D8 Holdings Corp. (the “Company”) and D8 Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NUMBER one TO LEASE BETWEEN Fourth Avenue LLC AND Vicarious Surgical Inc.Vicarious Surgical Inc. • October 20th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT made this October 14, 2021 between Fourth Avenue LLC, a Massachusetts limited liability company having offices at One Gateway Center, Newton, Massachusetts (“Landlord”) and Vicarious Surgical US Inc. (fka Vicarious Surgical Inc.), a Delaware corporation, with offices in Waltham, Massachusetts (“Tenant”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 23rd, 2021 • Vicarious Surgical Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (the “Agreement”) is made and entered into as of September 17, 2021 (the “Effective Time”), by and among Vicarious Surgical Inc., a Delaware corporation (f/k/a D8 Holdings Corp.) (the “Company”), and D8 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).
GUARANTYVicarious Surgical Inc. • October 20th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
Guaranty, dated as of October 14, 2021, by Vicarious Surgical Inc., a Delaware corporation with offices at 78 Fourth Avenue in Waltham, Massachusetts (“Guarantor”) to Fourth Avenue LLC, a Massachusetts limited liability company having offices at One Gateway Center, Newton, Massachusetts (“Landlord”). Fourth Avenue LLC is the landlord under a lease dated January 21, 2021 (as the same may be modified or amended from time to time, the “Lease”), whereby Landlord has leased premises in Landlord's buildings known as 78 Fourth Avenue and 62 Fourth Avenue in Waltham, Massachusetts (the “Premises”) to Vicarious Surgical US Inc. (“Tenant”).
VICARIOUS SURGICAL INC.D8 Holdings Corp. • July 15th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 15th, 2021 • D8 Holdings Corp. • Blank checks • Delaware
This Sponsor Support Agreement (the “Sponsor Agreement”) is dated as of April 15, 2021, by and among D8 Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”), D8 Holdings Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement)) (“Parent”), the undersigned individuals, each of whom is a member of Parent’s board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders” and collectively with Sponsor, “Sponsor Parties”) and Vicarious Surgical Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
