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”).
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
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
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).
