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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-29 · 57 added, 1172 removed, 99 unchanged (93% of the section changed)

4 unchanged sentences

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that the previously identified Rotor material weakness has been remediated as of December 31, 2021.

Due to the existence of the remaining material weakness in our internal control over financial reporting associated with the accounting for certain unique, unusual and nonstandard transactions as described under Risk Factors—

Both Old Sarcos and Rotor identified a material weakness in their internal control over financial reporting prior to the Closing of the Business Combination.

If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results ,”

our disclosure controls and procedures were not effective as of December 31, 2021.

Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2022.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

4 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on September 24, 2021.

Prior to the Business Combination, our predecessor, Rotor, was a special purpose acquisition company formed for the purpose of effecting a merger.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, as Rotor’s operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

As a result, and due to the timing of the Business Combination, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting (“ICFR”) as of December 31, 2021.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations.

Despite not conducting a formal assessment regarding ICFR, as discussed above, management identified a material weakness in our internal controls and as a result determined that our ICFR was not effective as of December 31, 2021.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as permitted in this transition period under the rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision of our Certifying Officers, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework.”

Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.

We acquired RE2, Inc., (“RE2”) on April 25, 2022.

Management has excluded RE2 from its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2022.

The total assets and total revenue of RE2 represent approximately 15.2% and 74.1%, respectively, of the related consolidated financial statements amounts as of and for the fiscal year ended December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as permitted due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

Other than as discussed herein, there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2021 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Remediation Initiatives

Management is implementing remediation steps to address the remaining material weakness and to improve our internal control over financial reporting.

Specifically, we have made an assessment of the accounting personnel and have strengthened our compliance and accounting functions with additional experienced hires to assist in our risk assessment process and the design and implementation of controls.

In addition, we have engaged a third-party consulting firm that specializes in internal audit, and control processes and procedures to assist us in developing and implementing controls to address the remaining material weakness.

We anticipate these actions will allow us to sufficiently address and remediate the remaining material weakness.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2022 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

DIRECTORS, EXECTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information regarding our executive officers, key employees, and directors as of March 29, 2022:

Executive Officers

President, Chief Executive Officer and Director

Executive Chairman and Director

Steven Hansen

Chief Financial Officer

Kristi Martindale

EVP, Chief Product & Marketing Officer

Denis Garagić

Chief Scientist, Advanced Systems & AI

Other Key Employees

Executive Vice Chairman

Chief Architect

President, Sarcos Defense

Non-Employee Directors

Peter Klein (3)(5)

Admiral Eric T.

Olson (Ret) (2)(3)

Dennis Weibling (2)(4)(5)

Matthew Shigenobu Muta (3)

Priya Balasubramaniam (4)

Denis Garagić

was promoted to Chief Technology Officer after December 31, 2021 and was determined to be an executive officer on March 25, 2022.

(2) Member of the Audit Committee.

Finn ceased to be a member of the Audit Committee on January 1, 2022 and Admiral Eric T.

Olson was appointed a member of the Audit Committee on January 1, 2022.

(3) Member of the Compensation Committee.

(4) Member of the Nominating and Governance Committee.

Admiral Eric T.

Olson ceased to be a member of the Nominating and Governance Committee on January 1, 2022.

(5) Member of the Strategic Transaction Committee.

Information about Executive Officers and Directors

Executive Officers

Kiva Allgood has served as our President, Chief Executive Officer and a member of the board of directors since December 13, 2021.

Prior to joining us, Ms.

Allgood most recently served as the Global Head of IOT and Automotive for Telefonaktiebolaget LM Ericsson, a Nasdaq-listed company that is a global provider of communications technology, from April 2019 to December 2021.

Allgood served as the Chief Commercial Development Officer for GE Ventures, a Corporate Venture Company from August 2017 to April 2019, and as Managing Director for Innovation Group of GE Corporate from November 2016 to August 2017.

From June 2012 to November 2016, Ms.

Allgood served as President, Qualcomm Intelligent Solutions, IoT and Smart Cities, at Qualcomm Incorporated, a Nasdaq-listed company that is a global provider of foundational technologies and products used in mobile devices and other wireless products.

Earlier in her career, Ms.

Allgood served in senior-level operational roles including sales, marketing, and business development in the technology industry.

Allgood will serve on the board of directors of Synaptics Incorporated until October 2022.

Allgood currently serves on the board of the directors of Airgain, Inc.

Allgood holds a Bachelor of Science degree and Master of Business Administration degree, both from Northwestern University.

Wolff has served as our Executive Chairman since December 13, 2021, and as a member (and Chairman) of the board of directors since September 24, 2021.

Wolff served as Old Sarcos’

Chief Executive Officer and Chairman of the board of directors from September 2015, its President from December 2020, and as a member of its board of directors from February 2015, in each case until the Business Combination, at which time he became our Chief Executive Officer, President and Chairman of our board of directors (until December 13, 2021, when he became our Executive Chairman).

Prior to joining Old Sarcos, Mr.

Wolff served as Chief Executive Officer, President and Chairman at Pendrell Corporation from December 2009 to November 2014.

In April 2004, Mr.

Wolff co-founded Clearwire Corporation, where he served as President, CEO and Co-Chairman until October 2011.

Wolff has also served as President of Eagle River Investments, an investment fund focused on telecom and technology investments.

Wolff previously served on the board of the Cellular Telecommunications Industry Association (CTIA), and is currently a member of the Board of Visitors of Northwestern School of Law at Lewis & Clark College in Portland, Oregon.

Wolff also serves on the board of directors of Globalstar, Inc.

and is a member of its audit committee and compensation committee, and serves as the chairman of its strategic review committee.

Wolff earned his law degree from Northwestern School of Law, Lewis & Clark College in Portland, Oregon, and his Bachelor of Science degree from California Polytechnic State University.

We believe Mr.

Wolff’s perspective, experience and institutional knowledge as Sarcos’

Chief Executive Officer qualify him to serve on the board of directors of the post-combination company.

Steven Hansen has served as our Executive Vice President and Chief Financial Officer since September 24, 2021.

Hansen served as Old Sarcos’

Chief Financial Officer from September 2019 until the Business Combination, at which time he became our Executive Vice President and Chief Financial Officer.

From May 2017 to September 2019, Mr.

Hansen served as Executive Advisor to the University of Utah Health.

From October 2015 to November 2016, Mr.

Hansen served as Chief Financial Officer of Global Access, an international shipping company.

Also, during most of 2015 Mr.

Hansen served as Chief Financial Officer of CustomersFirst Now, a customer experience consulting firm.

Hansen recently served as an advisor to the board of directors and management of Vaporsens, a nanofibril-based sensor company located in Utah, and assisted in the merger of the business with a publicly-traded tech company.

He holds a Bachelor of Science in International Finance from Brigham Young University in Utah and a Master in Business Administration from California State University in Fresno.

Kristi Martindale has served as our Executive Vice President and Chief Product & Marketing Officer since September 24, 2021.

Martindale served as Old Sarcos’

Chief Product & Marketing Officer from September 2020 until the Business Combination, when she became our Executive Vice President and Chief Product & Marketing Officer.

Prior to serving as Old Sarcos’

Executive Vice President and Chief Product & Marketing Officer, Ms.

Martindale served as Old Sarcos’

Chief Marketing Officer.

From 2011 to 2015, Ms.

Martindale served as Vice President, Global Marketing of Qualcomm.

In this role, she led marketing for many of Qualcomm’s business units, including software, services, emerging technology, and licensing worldwide.

Martindale currently serves as an Advisory Board Member for 5P Consulting and also serves on the board of directors for Walden Family Services.

Martindale holds a Bachelor of Science in Business Administration and Management from the University of La Verne.

Denis Garagić

has served as our Chief Technology Officer since January 2022.

Garagić

served as Old Sarcos’

Chief Scientist, Advanced Systems and AI from June 2020 until the Business Combination when he became our Chief Scientist, Advanced System & AI, a position he held until his promotion in January 2022.

Prior to joining Old Sarcos, he served as Chief Scientist at BAE Systems FAST Labs, guiding the creation of cognitive computing solutions that provide machine intelligence and anticipatory intelligence to solve challenges across the Department of Defense and intelligence community.

Garagić

has been a Technical Review Authority, Principal Investigator, or Research Lead on numerous programs, including DARPA

and Air Force Research Labs research programs.

Garagić

is also a regular speaker at international meetings and conferences on AI & machine learning.

Garagić

received his B.S.

degrees in Mechanical Engineering and Technical Cybernetics from The Czech Technical University in Prague and received his Ph.D.

in Mechanical Engineering from The Ohio State University.

Other Key Employees

James Geurts has served as our Executive Vice Chairman since October 18, 2021.

Geurts served more than 34 years in various military and government positions before retiring in August 2021 from his role as Under Secretary of the Navy for the Biden administration.

Prior to performing the duties of Under Secretary of the Navy, Mr.

Geurts was the Assistant Secretary of the Navy for Research, Development, and Acquisition under the Trump administration.

Geurts also previously served in the U.S.

Special Operations Command (USSOCOM) as the Acquisition Executive and Director of SOF Acquisition, Technology, and Logistics.

Geurts was also the driving force for ThunderDrone and SOFWERX, the military-civilian incubators behind the Tactical Assault Light Operator Suit (TALOS) robotic exoskeleton project.

Geurts was commissioned as a U.S.

Air Force Officer in 1987.

Geurts is a recipient of the Federal Executive of the Year Vanguard Award, the Presidential Rank Award, the William J.

Perry Award, the Defense Superior Service Medal, the Legion of Merit, the Defense Meritorious Service Medal, the Air Force Commendation Medal, the Joint Service Achievement Medal, and the Air Force Achievement Medal.

Tom Jackson has served as President of the Sarcos Defense business unit since September 24, 2021.

Jackson has served as President of the Sarcos Defense business unit since February 2020, and has been with Old Sarcos since March 2019, also serving as Vice President of Sarcos Defense from March 2019 to February 2020.

Prior to joining Old Sarcos, Mr.

Jackson served as Vice President and General Manager of Aeryon Defense USA, Inc., a US defense Unmanned Aircraft Systems (UAS) subsidiary in the Vertical Take-Off & Landing (VTOL) market, from January 2017 to February 2019 which he established from the ground up and grew into one of the Department of Defense’s most respected Group 1 UAS suppliers.

Jackson has also worked for the Sierra Nevada Corporation as Senior Director of International Military Business from December 2011 to January 2017 and US Defense Systems Engineering Program Manager from July 2009 to December 2011.

He began his career in the U.S.

Marine Corps, serving as Lieutenant Colonel and an AH-1W SuperCobra Attack Helicopter pilot.

Jackson is a graduate of The Citadel, the Military College of South Carolina, and also holds a Master of Business Administration in International Business from Regis University.

Marc Olivier has served as our Chief Architect since September 24, 2021.

Olivier served as Old Sarcos’

Chief Architect from June 2019 and as a member of Old Sarcos’

Board from February 2015, in each case until the Business Combination, and has been with Old Sarcos since January 1995.

Prior to serving as Old Sarcos’

Chief Architect, Dr.

Olivier served as Executive Vice President of Technology from November 2018 to June 2019 and as Vice President of Technology from December 2014 to November 2018.

Olivier has served as Vice President of Advanced Systems at Raytheon Sarcos, part of Raytheon’s Integrated Defense Systems from November 2007 to December 2014, where he led all technical business development and capture activities, while also playing key roles as Principal Investigator (PI), Co-PI and innovator on numerous technically challenging projects.

Earlier in his career, Dr.

Olivier led the development of systems including electromagnetically levitated robots, systems for biological research, crystal growth and laser material processing in space, and electromagnetic motors.

He also completed extensive work in the areas of low-temperature physics and laser-plasma physics.

Olivier received his Ph.D.

in Physics from McGill University in 1985, a Master of Science in Physics from McMaster University in 1980, and a Bachelor of Science in Physics from Montreal University in 1978.

Non-Employee Directors

Priya Balasubramaniam has served as a member of the board of directors since September 24, 2021.

Balasubramaniam has served as the Vice President, Operations at Apple Inc.

since October 2014, overseeing core technologies operations and iPhone operations.

Priya has worked in a number of senior operations and procurement roles, and in 2013 took on leadership of the worldwide iPhone Operations team.

Prior to Apple she worked at Asea Brown Boveri in India for 3 years as a design engineer.

Balasubramaniam holds a bachelor’s degree in Mechanical Engineering from Bangalore University and an MBA in Supply Chain and Marketing from Michigan State University.

In 2017, she received an honorary doctorate of engineering from Michigan State University and also has a diploma in Software Technology & Systems Management.

We believe that Ms.

Balasubramaniam’s extensive leadership and operations experience, in particular in managing supply chains and the development and manufacture of high volume technology products at Apple, qualify her to serve on our board of directors.

Finn has served as a member of the board of directors since September 24, 2021.

Finn has over 35 years of experience in the financial services industry as well as a variety of corporate and philanthropic board roles.

From 2008 until he retired in 2013, Mr.

Finn served as Chairman and Chief Executive Officer of Asset Management Finance Corp (AMF) and as a Senior Advisor to Credit Suisse.

From 2004 to 2008, Mr.

Finn was Chairman and Head of Alternative Investments (AI) at

Credit Suisse.

From 2002 to 2005, Mr.

Finn held senior managements positions within Credit Suisse, including President of Credit Suisse First Boston (CSFB), President of Investment Banking, Co-President of Institutional Securities, CEO of Credit Suisse USA and a member of the Office of the Chairman of CSFB.

He was also a member of the Executive Board of Credit Suisse Group.

Finn began his career in 1982 as a member of the Mergers & Acquisitions Group (M&A) at The First Boston Corporation, ultimately becoming Co-Head of M&A in 1993.

He has advised on dozens of transactions worth well over $100 billion.

In 1997, he joined the private equity firm Clayton, Dubilier & Rice as a partner and then later rejoined Credit Suisse in 2002.

Finn is a member of the boards of The Scotts Miracle-Gro Company (NYSE:SMG) and Owl Rock Capital Corp (NYSE:ORCC).

He is currently Chairman of Star Mountain Capital, Chairman of Covr Financial Technologies, an Investment Partner at Nyca Partners (fintech VC) as well as a board member of a number of early stage companies.

He has previously been a Strategic Advisor to KKR, member of the boards of Baxter International, Telemundo, MGM Pictures, and a number of other public and private companies.

Finn is a past Chairman of the Undergraduate Executive Board of The Wharton School of the University of Pennsylvania, Vice Chairman of the Board of the City Kids Foundation and a member of the Boards of the Intrepid Fallen Heroes Fund, the Gordon A.

Rich Memorial Foundation and the Starmar Foundation.

Finn received a Bachelor of Science Degree in Economics from The Wharton School of the University of Pennsylvania.

We believe Mr.

Finn is well-qualified to serve as a member of our Board due to, among other things, his extensive experience in finance, leadership positions and strategic transactions.

Peter Klein has served as a member of the board of directors since September 24, 2021.

Klein joined the board of directors of Old Sarcos in September 2016.

Klein served as Chief Financial Officer of WME, a global leader in sports and entertainment marketing, from December 2013 to July 2014, and as Chief Financial Officer of Microsoft Corporation from November 2009 to June 2013.

During his 11 years at Microsoft, Mr.

Klein held various other roles, including Chief Financial Officer of the Server and Tools and Microsoft Business Divisions.

Before joining Microsoft, Mr.

Klein spent 13 years in corporate finance at high-growth companies.

He held senior finance roles with McCaw Cellular Communications, Orca Bay Capital, Asta Networks and Homegrocer.com.

Klein currently serves on the board of directors of F5 Networks and Apptio Inc.

Klein holds a B.A.

from Yale University and an MBA from the University of Washington.

We believe Mr.

Klein’s leadership experience at some of the world’s largest technology companies and his finance and accounting expertise, in addition to his experience as a director of Old Sarcos, qualifies him to serve on our board of directors.

Matthew Shigenobu Muta has served as a member of the board of directors since September 24, 2021.

Muta has held various leadership roles at Delta Air Lines Inc., including serving as their Vice President, Innovation and Operations Technology from 2016 to the present, and as Vice President, Innovation & Commercial Technologies from 2014 to 2016.

Muta previously held various positions at Microsoft, Inc., including Global Managing Director, Hospitality & Travel.

Muta holds a Bachelor of Arts Degree in Communications from Boise State University.

We believe Mr.

Muta’s leadership experience at some of the world’s largest companies, including in industries that we believe include potential customers of our, qualifies him to serve on our board of directors.

Admiral Eric T.

Olson (Ret.) has served as a member of the board of directors since September 24, 2021.

He has been President and Managing Member of ETO Group, LLC since September 2011, where he acts as an independent national security consultant supporting a wide range of private and public sector organizations.

Since June 2019, Admiral Olson has served as Chief Executive Officer of Hans Premium Water, a privately held company.

Admiral Olson retired from the United States Navy in 2011 as a full Admiral after 38 years of military service.

He served in special operations units throughout his career, during which he was awarded several decorations for leadership and valor, including the Defense Distinguished Service Medal and the Silver Star.

Admiral Olson was the first Navy SEAL officer to be promoted to three- and four-star ranks.

Admiral Olson’s career culminated as the head of the United States Special Operations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force and Marine Corps special operations forces.

Admiral Olson serves on the board of directors of Under Armour, Inc.

(NYSE:UAA) and is a member of its nominating and corporate governance committee.

Admiral Olson also serves on the board of directors of Iridium Communications Inc.

(Nasdaq:IRDM) and is a member of its nominating and corporate governance committee.

He also serves on the board of directors of Cyber Reliant Corporation, Newlight Technologies, Ocean Aero, Inc.

Admiral Olson has served as a director of the non-profit Special Operations Warrior Foundation.

Admiral Olson has also served on the Old Sarcos Advisory Board since December 2016.

Admiral Olson graduated from the United States Naval Academy in 1973 and earned a Master of Arts degree in National Security Affairs at the Naval Postgraduate School.

He is an Adjunct Professor in the School of International and Public Affairs at Columbia University.

We believe Admiral Olson’s leadership experience as an Admiral in the United States Navy, including his leadership and management of a large and complex organization as head of the United States Special Operations Command, in addition to his experience as a director of various companies and his expertise with respect to the needs of U.S.

military, qualifies him to serve on our board of directors.

Peterson has served as a member of the board of directors since September 24, 2021.

Peterson previously served as Vice President, China Business Development, for Boeing Commercial Airplanes, from 2012 to 2016.

Prior to that, Ms.

Peterson held a series of executive positions at Boeing in aircraft sales, international business development, global strategy, government relations and homeland security from 1994 to 2012.

She served on the Executive Leadership Team of Boeing Commercial Airplanes (BCA), as well as on the Executive Leadership Teams of BCA Airplane Production and Supplier Management, BCA Strategy and Boeing International.

Peterson has served on the board of directors of Air Transport Services Group, Inc.

(Nasdaq:ATSG) since June 2018, and is a member of its audit committee and nominating and governance committee.

Peterson holds a B.S.

in Industrial Engineering from Stanford University and an M.B.A.

from The Wharton School at the University of Pennsylvania and is a Fellow of the Stanford Distinguished Careers Institute.

We believe Ms.

Peterson’s extensive experience in international business, government relations and leadership roles, in particular at Boeing, in addition to her experience as a director of public companies, qualifies her to serve on our board of directors .

Dennis Weibling has served as a member of the board of directors since September 24, 2021.

Weibling joined the board of directors of Old Sarcos in September 2016 and has served as chairman of the audit committee since that time.

Weibling has served as the Managing Director of Rally Capital LLC since 2004 He has served as a director of Holicity Inc.

(Nasdaq:HOL) since August 2020 and of Colicity Inc.

(Nasdaq:COLI) since February 2021.

Weibling also served on the Sotheby’s board as a Director and as Chairman of its audit and finance committees, from 2006 until October 2019.

Weibling also served as Sotheby’s interim CFO from January 2016 until March 2016.

He also serves as Trustee for the estate of Keith W.

McCaw and associated family trusts.

Weibling has also served on the boards of private companies including Telesphere Communications Networks, Rise Communities LLC, Telecom Transport Management, Wireless Services Corporation, Worldwide Packets, Inc., Teledesic Corporation, Geopass, Inc.

d/b/a Pirq, and SeaMobile, Inc.

Weibling served as President of Eagle River, Inc., from October 1993 through December 2001, and as Vice Chairman of Eagle River Investments from January 2002 through November 2004.

He served as CEO of Nextel Communications Inc.

from October 1995 to March 1996, and as a Director of Nextel from July 1995 until April 1, 2004.

At Nextel, Mr.

Weibling was a Member and Chairman of the operations, audit, finance, and compensation committees at various times during that period.

Weibling served as a board member of Nextel Partners from 1998 to 2006 and chaired the audit committee.

His other public board was XO Communications, Inc., where he served from 1996 to 2003.

Weibling holds a Bachelor of Arts Degree from Wittenberg University, a Master of Arts Degree from the University of Nebraska, and a J.D.

from the University of Nebraska.

We believe Mr.

Weibling’s financial expertise and experience as a venture capitalist investing in technology companies, in addition to his experience as a director of various companies, qualifies him to serve on our board of directors.

Family Relationships

Julie Wolff, spouse of Benjamin Wolff, Sarcos’

Executive Chairman and member of the board of directors, serves as our Chief Legal Officer and Secretary.

There are no other family relationships among any of the proposed executive officers or directors.

Classified Board of Directors

Our Charter provides that our board of directors is divided into three classes with staggered three-year terms.

Only one class of directors is elected at each annual meeting of the post-combination company’s stockholders, with the other classes continuing for the remainder of their respective three-year terms.

The directors are divided among the three classes as follows:

the Class I directors are Kiva Allgood, Admiral Eric T.

Olson (Ret.) and Benjamin G.

Wolff, and their terms will expire at the annual meeting of stockholders to be held in 2022;

the Class II directors are Matthew Shigenobu Muta, Laura J.

Peterson and Dennis Weibling, and their terms will expire at the annual meeting of stockholders to be held in 2023;

the Class III directors are Priya Balasubramaniam, Brian D.

Finn and Peter Klein, and their terms will expire at the annual meeting of stockholders to be held in 2024.

There is no limit on the number of terms a director may serve on the board of directors.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The classification of the board of directors with staggered three-year terms may have the effect of delaying or preventing changes in control of the post-combination company.

Under our Charter, directors are elected by a plurality voting standard, whereby each of our stockholders may not give more than one vote per share towards any one director nominee.

There are no cumulative voting rights.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director”

is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our nominating and corporate governance committee and board of directors undertook a review of the independence of each director.

Based on information provided by each director concerning his or her background, employment and affiliations, our nominating and corporate governance committee and board of directors determined that Ms.

Balasubramaniam, Mr.

Muta, Admiral Olson, Ms.

Peterson and Mr.

Weibling, representing seven of our nine directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director”

as defined under the listing standards of Nasdaq.

Committees of the Board of Directors

Audit Committee

The members of our audit committee are Admiral Eric T.

Olson (Ret.), Laura J.

Peterson and Dennis Weibling, with Dennis Weibling serving as chairperson.

Our nominating and corporate governance committee and board of directors have determined that each member of the audit committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members and will also meet the financial literacy requirements of the listing standards of Nasdaq.

In addition, our board of directors has determined that Dennis Weibling is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act.

Our audit committee, among other things:

selects, retains, compensates, evaluates, oversees and, where appropriate, terminates our independent registered public accounting firm;

reviews and approves the scope and plans for the audits and the audit fees and approves all non-audit and tax services to be performed by our independent auditor;

evaluates the independence and qualifications of our independent registered public accounting firm;

reviews our financial statements, and discusses with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;

reviews and discusses with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

discusses with management our procedures regarding the presentation of our financial information, and reviews earnings press releases and guidance;

oversees the design, implementation and performance of our internal audit function, if any;

sets hiring policies with regard to the hiring of employees and former employees of our independent registered public accounting firm and oversees compliance with such policies;

reviews, approves and monitors and reviews conflicts of interest of our board of directors members and officers and related party transactions;

adopts and oversees procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

reviews and discusses with management and our independent registered public accounting firm the adequacy and effectiveness of our legal, regulatory and ethical compliance programs;

reviews and discusses with management and our independent registered public accounting firm our guidelines and policies to identify, monitor and address enterprise risks;

oversees, assists in the exploration and evaluation of, negotiates and, if appropriate, recommends to the board of directors for approval strategic alternatives.

Our audit committee operates under a written charter that satisfies the applicable listing standards of Nasdaq

Compensation Committee

The members of our compensation committee are Peter Klein, Matthew Shigenobu Muta and Admiral Eric T.

Olson (Ret.), with Peter Klein serving as chairperson.

Our nominating and corporate governance committee and board of directors have determined that each member of the compensation committee meets the requirements for independence under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to compensation committee members, and that each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

Our compensation committee, among other things:

reviews and approves the compensation for our executive officers, including our chief executive officer;

reviews, approves and administers our employee benefit and equity incentive plans;

establishes and reviews the compensation plans and programs of our employees, and ensures that they are consistent with our general compensation strategy;

monitors compliance with any stock ownership guidelines;

approves or makes recommendations to our board of directors regarding the creation or revision of any clawback policy;

determines non-employee director compensation.

Our compensation committee operates under a written charter that satisfies the applicable listing standards of Nasdaq.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Priya Balasubramaniam, Brian D.

Finn and Dennis Weibling, with Brian D.

Finn serving as chairperson.

Our nominating and corporate governance committee and board of directors has determined that each member of the nominating and corporate governance committee meets the requirements for independence under the listing standards of Nasdaq.

Our nominating and corporate governance committee, among other things:

reviews and assesses and makes recommendations to our board of directors regarding desired qualifications, expertise and characteristics sought of board members;

identifies, evaluates, selects or makes recommendations to our board of directors regarding nominees for election to our board of directors;

develops policies and procedures for considering stockholder nominees for election to our board of directors;

reviews the succession planning process for our chief executive officer and any other members of our executive management team;

reviews and makes recommendations to our board of directors regarding the composition, organization and governance of our board of directors and its committees;

reviews and makes recommendations to the board of directors regarding our corporate governance guidelines and corporate governance framework;

oversees director orientation for new directors and continuing education for our directors;

oversees the evaluation of the performance of the board of directors and its committees;

reviews and monitors compliance with our code of business conduct and ethics;

administers policies and procedures for communications with the non-management members of the board of directors.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of Nasdaq.

Strategic Transaction Committee

Our board of directors has created a strategic transaction committee.

The members of the strategic transaction committee are Brian D.

Finn, Peter Klein, Dennis Weibling and Benjamin G.

Wolff, with Benjamin G.

Wolff serving as chairperson.

Strategic Transaction Committee assists in the assessment of strategic acquisition opportunities and reports its findings to the board of directors.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee are Peter Klein, Matthew Shigenobu Muta and Admiral Eric T.

Olson (Ret.).

None of the members of our compensation committee is or has been an officer or employee of Sarcos.

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers that will serve on our board of directors or compensation committee.

Limitation of Liability and Indemnification of Officers and Directors

Our Charter contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”).

In addition, if the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.

In addition, our Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees, agents and any other persons, to the fullest extent permitted by the DGCL.

Our Bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL.

These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service.

These indemnification agreements also require us to advance all expenses reasonably and actually incurred by our directors and executive officers in investigating or defending any such action, suit or proceeding.

We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

We also maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits, or proceedings to which they are parties by reason of being or having been our directors or officers.

The coverage provided by these policies may apply whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL.

At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors or officers or was one of Rotor's or Old Sarcos’

directors or officers, or serves or has served as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at our request or at the request of Rotor or Old Sarcos, for which indemnification is sought, and we are not aware of any threatened litigation that may result in any such claims for indemnification.

The information required by this item with respect to our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption “Information about our Executive Officers,”

and information relating to the availability of our code of conduct for executive officers and directors is set forth below.

The other information required by this item is incorporated by reference to our definitive proxy statement to be filed in connection with the 2023 Annual Meeting of Stockholders no later than 120 days after December 31, 2022.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, executive officers and employees.

The Code of Ethics codifies the business and ethical principles that govern all aspects of our business.

We have adopted a Code of Business Conduct and Ethics applicable to our directors, executive officers and employees.

The Code of Business Conduct and Ethics codifies the business and ethical principles that govern all aspects of our business.

The full text of our code of business conduct and ethics is posted on the investor relations page on our website at https://investor.sarcos.com/governance/documents-charters .

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Any amendments to or waivers of the Code of Conduct will be disclosed on our website.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on a review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during 2021, our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except for (a) Form 4s relating to one reportable transaction each due on December 13, 2021, but filed by each of Matthew Shigenobu Muta, Brian D.

Finn, Admiral Eric T.

Olson, Dennis Weibling, Priya Balasubramaniam, Laura J.

Peterson and Peter Klein on December 29, 2021 and (b) a Form 4 relating to one reportable transaction due on December 30,

2021, but filed by Kristi Martindale on March 17, 2022.

Such Form 4 filed by Kristi Martindale also included a reportable transaction due on March 17, 2022.

Director Compensation

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended 2021.

Directors who are also our employees receive no additional compensation for their service as directors.

During fiscal 2021, Mr.

Wolff and Ms.

Allgood were our employees and executive officers and therefore, did not receive compensation as a director.

See “Executive Compensation”

for additional information regarding Mr.

Wolff and Ms.

Allgood’s compensation:

Fees Paid or Earned in Cash

Options Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Compensation

Priya Balasubramaniam

Matthew Shigenobu Muta

Admiral Eric T.

Dennis Weibling

(1) The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer, computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

See Notes 1 and 8 to Sarcos’

audited consolidated financial statements included elsewhere in this report for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards.

Outside Director Compensation

In October 2021, our compensation committee adopted a new outside director compensation policy for our non-employee directors.

This director compensation policy is designed to attract, retain, and reward non-employee directors.

Under the director compensation policy, each non-employee director will receive the cash and equity compensation for board services described below.

We also will reimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committee and other expenses.

Cash Compensation

Non-employee directors are entitled to receive the following cash compensation for their service under the director compensation policy:

$50,000 per year for service as a board member;

$15,000 per year for service as chair of the audit committee;

$7,500 per year for service as member of the audit committee;

$7,500 per year for service as chair of the compensation committee;

$3,750 per year for service as member of the compensation committee;

$3,000 per year for service as chair of the nominating and corporate governance committee;

$1,500 per year for service as chair of the nominating and corporate governance committee.

All cash payments to non-employee directors are paid quarterly in arrears on a pro-rated basis.

Equity Compensation

Initial Award

On December 9, 2021, the first trading day on which we file an S-8 Registration Statement with the SEC, each individual who served as a non-employee director on the effective date of the director compensation policy was granted an initial award of restricted stock units (the “Initial Award”), with a grant date fair value (determined in accordance with U.S.

generally accepted accounting principles) equal to $100,000, rounded to the nearest whole share.

The total number of shares underlying each Initial Award was 12,315.

Each Initial Award vests on the earlier of:

(i) the first anniversary of the date the Initial Award is granted or (ii) the day prior to the date of the annual meeting of our stockholders (the “Annual Meeting”) next following the date the Initial Award was granted, in each case, subject to the non-employee continuing to provide services to us through the applicable vesting date.

New Director Award

Each individual who becomes a non-employee director on or after the effective date of the director compensation policy will automatically be granted on the date of the director’s appointment a new director award of restricted stock units (the “New Director Award”), with a grant date fair value (determined in accordance with U.S.

generally accepted accounting principles) of $150,000 multiplied by a fraction (i) the numerator of which is (x) 12 minus (y) the number of months between the date of the last annual meeting of stockholders and the date the non-employee directors becomes a member of the board of directors and (ii) the denominator of which is 12.

The New Director Award will vest on the earlier of (i) the one-year anniversary of the date the New Director Award is granted or (ii) the day of the annual meeting next following the date the New Director Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.

Each non-employee director will automatically receive, on the date of each annual meeting of our stockholders following the effective date of the policy, an annual award of restricted stock units (an “Annual Award”), with a grant date fair value (determined in accordance with GAAP) of $150,000, rounded to the nearest whole share.

The Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual meeting next following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.

In the event of a “change in control”

(as defined in the 2021 Plan), each non-employee director’s outstanding awards will become fully vested.

EXECUTIVE COMPENSATION

To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving these goals.

We believe our compensation program should promote the success of our company and align executive incentives with the long-term interests of our stockholders.

Our current compensation programs primarily consist of salary, bonus and equity compensation awards.

As our needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances require.

This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below, and in conjunction with our financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

In general, compensation information included in the following discussion is presented in actual dollar amounts.

Our named executive officers, consisting of each individual serving in the role of principal executive officer and the next two most highly compensated executive officers (other than our principal executive officers), as of December 31, 2021 were:

Kiva Allgood, our Chief Executive Officer;

Benjamin Wolff, our Executive Chairman and former Chief Executive Officer;

Marian Joh, our former Chief Operating Officer;

Fraser Smith, our Chief Innovation Officer.

Summary Compensation Table

The following table presents information regarding the compensation of our named executive officers for services rendered during the fiscal years ended December 31, 2020 and December 31, 2021:

Name and Principal Position

Option Awards

Chief Executive Officer

Benjamin Wolff (3)

Executive Chairman

Chief Operating Officer

Chief Innovation Officer

(1) The amounts in this column represent discretionary bonuses approved by our compensation committee in recognition of these named executive officers’

contributions to our company in 2021 and their continued employment with us.

The amounts represent 100% of the named executive officer’s target annual bonus for 2021.

(2) The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718.

See Notes 1 and 8 to Sarcos’

audited consolidated financial statements included elsewhere in this report for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards.

(3) Benjamin Wolff served as our Chief Executive Officer from September 24, 2021 until December 12, 2021.

Prior to that, Mr.

Wolff served as the Chief Executive Officer of Old Sarcos in 2020 and 2021.

(4) This amount reflects the period between January 1, 2020 and September 28, 2020, during which Mr.

Wolff’s salary was reduced to $83,047.71.

(5) This amount reflects the period between January 1, 2020 and January 31, 2020, during which Mr.

Smith’s salary was reduced to $7,528.73.

Outstanding Equity Awards at Fiscal 2021 Year-End

The following table sets forth information regarding outstanding equity awards held by Sarcos’

named executive officers as of December 31, 2021.

Option Awards

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Market Value of Units of Stock that Have Not Vested (2)

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable Unearned Options

Option Exercise Price

Option Expiration Date

Benjamin Wolff

(1) Represents grant dates of the stock option and stock awards.

(2) The amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718.

(3) Fraser Smith does not have any outstanding equity awards at Fiscal 2021 year end.

(4) 25% of the shares subject to the Option will vest on December 13, 2022, and thereafter 1/12th of the shares subject to the Option shall vest every three months on the same day of the month, subject to the Reporting Person's continued service to the Issuer through such date.

(5) Represents restricted stock units (“RSUs”) granted pursuant to the 2021 Equity Incentive Plan (the “2021 Plan”) which can only be settled with shares of common stock.

25% of the award will vest on December 13, 2022, and thereafter 1/12th of the remaining portion of the award will vest every three months on the same day of the month subject to the Reporting Person’s continued service to the Issuer through such date.

(6) Vests over a 15-month period following the consummation of a qualifying transaction, subject to Mr.

Wolff’s continued service.

See “2021 Wolff Equity Awards”

section below.

(7) Vests and becomes exercisable as to 25% of the grant on September 24, 2022, the one-year anniversary of the closing of the Business Combination, and as to 1/36th of the remaining portion of the grant at the end of each month thereafter, provided that 100% immediately vests and becomes exercisable upon the earlier of (i) a termination of service for reason other than a voluntary termination by Mr.

Wolff that is not for “good reason”

or a termination by us for cause, in either case, on or within the twelve (12) month period following the consummation of a change of control or (ii) the death of Mr.

(8) Represents RSUs, each RSU representing the right to receive one share of our common stock, (i) 51,292 of which will vest upon satisfaction of two conditions while the reporting person remains an employee or provider of services to us:

(A) a time and service requirement satisfied as to 1/4th of the RSUs on February 23, 2022 and thereafter 1/36th of the RSUs on each monthly vesting date following the vesting commencement date;

and (B) a liquidity event requirement satisfied on the earliest to occur of the twelve months following the closing of an IPO of the our equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company and 153,876 of which will vest upon satisfaction of two conditions while the reporting person remains an employee or provider of services to the Issuer:

(A) a time and service requirement satisfied as to 1/4th of the RSUs on April 21, 2022 and thereafter 1/36th of the RSUs on each monthly vesting date following the vesting commencement date;

and (B) a liquidity event requirement satisfied on the earliest to occur of the twelvemonths following the closing of an IPO of our equity securities pursuant to an effective registration statement, immediately prior to a change in control transaction or immediately prior to an acquisition of the common stock of the company.

Our board of directors has waived the deemed the liquidity event requirement conditions satisfied effective as of the of the Business Combination.

(9) 25% of the shares subject to the option would have vested on February 23, 2022 with 1/48th of the shares subject to the option vesting monthly thereafter.

This award was cancelled in connection with the termination of Ms.

Joh's employment.

(10) 25% of the shares subject to the option would have vested on May 6, 2022 with 1/48th of the shares subject to the option vesting monthly thereafter.

This award was cancelled in connection with the termination of Ms.

Joh's employment.

2021 Equity Compensation Decisions

2021 Wolff Equity Awards

In February 2021, Mr.

Wolff was granted an award of shares of Old Sarcos Common Stock which, following the consummation of the Business Combination, represents 5,129,222 shares of Common Stock (the “2021 Wolff RSA”).

In May 2021, Mr.

Wolff was granted an option to purchase shares of Old Sarcos Common Stock with an exercise price equal to the fair market value of Old Sarcos’

Common Stock, as determined by Old Sarcos’

board of directors on the grant date (the “2021 Wolff Option”

and together with the 2021 Wolff RSA, the “2021 Wolff Equity Awards”).

Following the consummation of the Business Combination, the 2021 Wolff Option represents an option to purchase 1,025,844 shares of Common Stock at an exercise price per share equal to $8.79.

The Old Sarcos’

board of directors, in consultation with an outside compensation consultant, considered many factors in determining the size and terms of the 2021 Wolff Equity Awards, including Mr.

Wolff’s percentage ownership in Old Sarcos, the estimated value of his Old Sarcos ownership interests, market data for similarly situated executives at comparable companies with an emphasis on the ownership percentage, Mr.

Wolff’s past and expected future contributions to Old Sarcos, and the potential dilutive effect of these grants if Old Sarcos consummated a transaction with Rotor or any other qualifying transaction.

The 2021 Wolff RSA vests in four, equal quarterly installments beginning on the date that is six months following the Business Combination, subject to Mr.

Wolff’s continued service, provided that 100% of the 2021 Wolff RSA will immediately vest upon the earlier of (i) a change of control following the Business Combination, (ii) a termination of Mr.

Wolff’s service for reason other than a voluntary termination by Mr.

Wolff that is not for “good reason”

or a termination by Sarcos for “cause”, in either case, on or within the twelve (12) month period following the consummation of a “change of control”

that occurs before a qualifying merger transaction (which transaction would include the closing of the Business Combination) or (iii) Mr.

Wolff’s death.

The 2021 Wolff Option vests and becomes exercisable as to 25% of the grant on the one-year anniversary of the Business Combination, and as to 1/36 th of the remaining portion of the grant at the end of each month thereafter, provided that 100% of the 2021 Wolff Option immediately vests and becomes exercisable upon the earlier of (i) a termination of Mr.

Wolff’s service for reason other than a voluntary termination by Mr.

Wolff that is not for “good reason”

or a termination by Sarcos for “cause”, in either case, on or within the twelve (12) month period following the consummation of a “change of control”

Wolff’s death.

The 2021 Wolff Option has a term of 10 years, subject to earlier termination upon his termination.

2021 RSU Amendment

In April 2021, the Old Sarcos’

board of directors approved an amendment to awards of restricted stock units held by each of the named executive officers.

This amendment resulted in the satisfaction of the liquidity-event performance condition upon the completion of the Business Combination.

Named Executive Officer Employment Arrangements

Our named executive officers are at-will employees.

The key terms of employment with respect to our named executive officers are discussed below.

In addition, each of our named executive officers has executed our standard form of confidential information, invention assignment, nonsolicitation and noncompetition agreement, or confidentiality agreement.

In December 2021, we entered into an employment agreement with Ms.

Allgood (the “Allgood Employment Agreement”) in connection with Ms.

Allgood’s appointment as our president and chief executive officer.

The Allgood Employment Agreement does not have a specific term and provides that Ms.

Allgood is an at-will employee.

Under the Allgood Employment Agreement, Ms.

Allgood receives an initial base salary of $450,000 per year and is eligible to receive an annual target bonus of 100% of Ms.

Allgood’s annual base salary.

During the term of her employment with us, and for so long as she spends more than half of her working-time each month at our Salt Lake City headquarters, we will pay her a monthly stipend in cash of $5,000 per month, less applicable tax withholding, to cover the cost of her corporate housing costs in the Salt Lake City metropolitan area.

In connection with Ms.

Allgood’s appointment as President and Chief Executive Officer, the board of directors granted to Ms.

Allgood (1) an option to purchase shares of our common stock with an approximate value of $3,000,000 (the “Option”) and (2) an award of restricted stock units with respect to shares of our common stock with an approximate value of $3,000,000 (the “RSU Award”).

These equity awards are described in further detail in the “Outstanding Equity Awards at Fiscal 2021 Year-End”

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period, Ms.

Allgood’s employment is terminated by us without “cause”

(excluding by reason of death, or “disability”) or she resigns for “good reason”

(as such terms are defined in her employment agreement), Ms.

Allgood will become entitled to the following benefits:

a lump-sum payment equal to twelve months of her annual base salary at the highest rate during the term of the Allgood Employment Agreement;

a lump-sum payment equal to 100% of her target annual bonus as in effect for the fiscal year in which her termination of employment occurs or, if such amount is greater, as in effect immediately before the change in control;

reimbursement for the premium costs to continue health coverage under the Consolidated Omnibus Reconciliation Act of 1985 as amended, or COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up to twelve months following her termination date;

100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, unless otherwise specified in the award agreements governing such equity awards, all performance goals or other vesting criteria will be deemed achieved at target levels.

If, outside the change in control period, Ms.

Allgood’s employment is terminated by us without cause (excluding by reason of death or disability) or she resigns for good reason, Ms.

Allgood will become entitled to the following benefits:

continued payment of her annual base salary at the highest rate during the term of the Allgood Employment Agreement for a period of twelve months following her termination date;

reimbursement for the premium costs to continue health coverage under COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up to twelve months following her termination date.

The receipt of the payments and benefits above is conditioned on Ms.

Allgood timely signing and not revoking a release of claims, complying with her confidentiality agreement, and resigning from all officer and director positions with us.

In addition, if any of the payments or benefits provided for under Ms.

Allgood’s employment agreement or otherwise payable to Ms.

Allgood would constitute “parachute payments”

within the meaning of Section 280G of the Code, and would be subject to the related excise tax, she would be entitled to receive either full payment of such payments and benefits or such lesser

amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to her.

Allgood’s employment agreement does not require us to provide any tax gross-up payments to her.

Benjamin Wolff

In December 2021, we entered into an amended and restated employment agreement with Mr.

Wolff (the “Wolff Employment Agreement”) in connection with Mr.

Wolff’s appointment as our executive chairman and resignation as our chief executive officer.

The Wolff Employment Agreement does not have a specific term and provides that Mr.

Wolff is an at-will employee.

Under the Wolff Employment Agreement, Mr.

Wolff’s base salary was reduced to $350,000 per year and he will not be eligible for annual performance bonuses effective of January 1, 2022.

In addition, the Wolff Employment Agreement provides that Mr.

Wolff will be eligible to receive annual equity awards of our restricted stock units with a target value of approximately $500,000 pursuant to any plans or arrangements we may have in effect from time to time.

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period, Mr.

Wolff’s employment is terminated by us without “cause”

(excluding by reason of death, or “disability”) or he resigns for “good reason”

(as such terms are defined in his employment agreement), Mr.

Wolff will become entitled to the following benefits:

a lump-sum payment equal to twelve months of his annual base salary at the highest rate during the term of the Wolff Employment Agreement;

a lump-sum payment equal to 100% of his target annual bonus as in effect for the fiscal year in which his termination of employment occurs or, if such amount is greater, as in effect immediately before the change in control;

If, outside the change in control period, Mr.

Wolff’s employment is terminated by us without cause (excluding by reason of death or disability) or he resigns for good reason, Mr.

Wolff will become entitled to the following benefits:

continued payment of his annual base salary at the highest rate during the term of the Wolff Employment Agreement for a period of twelve months following his termination date;

each time-based our equity award (or portion thereof) that would have vested and, if applicable, become exercisable, had Mr.

Wolff continued his employment through the date that is twelve (12) months following the termination date.

In addition, if Mr.

Wolff’s employment is terminated by us due to Mr.

Wolff’s disability or due to his death, 100% of his then-unvested our equity awards will immediately vest and, if applicable become exercisable.

The receipt of the payments and benefits above is conditioned on Mr.

Wolff timely signing and not revoking a release of claims, complying with his confidentiality agreement, and resigning from all officer and director positions with us.

In addition, if any of the payments or benefits provided for under Mr.

Wolff’s employment agreement or otherwise payable to Mr.

Wolff would constitute “parachute payments”

within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, and would be subject to the related excise tax, he would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.

Wolff’s employment agreement does not require us to provide any tax gross-up payments to him.

In September 2021, we entered into an employment agreement with Ms.

Joh, our Chief Operating Officer, that provides for the severance and change in control benefits described below and supersedes any then-existing employment agreement or arrangement Ms.

Joh may have had with us.

The employment agreement does not have a specific term and provides that Ms.

Joh is an at-will employee.

Under the employment agreement, Ms.

Joh received a base salary of $350,000 per year and was eligible to receive an annual target bonus of 35% of Ms.

Joh’s annual base salary.

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period, Ms.

Joh’s employment was terminated by us without “cause”

(excluding by reason of death, or “disability”) or she resigned for “good reason”

(as such terms are defined in her employment agreement), Ms.

Joh would have become entitled to the following benefits:

a lump-sum payment equal to six months of her annual base salary as of immediately before her termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) or, if such amount is greater, as of immediately before the change in control;

If, outside the change in control period, Ms.

Joh’s employment was terminated by us without cause (excluding by reason of death or disability) or she resigned for good reason, Ms.

Joh would have become entitled to the following benefits:

continued payment of her annual base salary as of immediately before her termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) for six months following her termination date;

reimbursement for the premium costs to continue health coverage under COBRA, or taxable monthly payments in lieu thereof equal to such premium costs, in either case, for up to six months following her termination date.

The receipt of the payments and benefits above is expected to be conditioned on Ms.

Joh timely signing and not revoking a release of claims, complying with her confidentiality agreement, and resigning from all officer and director positions with us.

In addition, if any of the payments or benefits provided for under Ms.

Joh’s employment agreement or otherwise payable to Ms.

Joh would constitute “parachute payments”

within the meaning of Section 280G of the Code and would be subject to the related excise tax, she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to her.

Joh’s employment agreement does not require us to provide any tax gross-up payments to her.

Joh’s employment agreement terminated on her employment termination date.

In September 2021, we entered into an employment agreement with Dr.

Smith, our Chief Innovation Officer, that provides for the severance and change in control benefits described below and supersedes any then-existing employment agreement or arrangement Dr.

Smith may have had with us other than the agreement memorializing his award of restricted stock units outstanding immediately prior to the Business Combination.

The employment agreement does not have a specific term and provides that Dr.

Smith is an at-will employee.

Under the employment agreement, Dr.

Smith receives a base salary of $350,000 per year and is eligible to receive an annual target bonus of 35% of Dr.

Smith’s annual base salary.

If, within the period beginning three months before and ending twelve months after a change in control, or the change in control period, Dr.

Smith’s employment is terminated by us without “cause”

(excluding by reason of death, or “disability”) or he resigns for “good reason”

(as such terms are defined in his employment agreement), Dr.

Smith will become entitled to the following benefits:

a lump-sum payment equal to six months of his annual base salary as of immediately before his termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) or, if such amount is greater, as of immediately before the change in control;

If, outside the change in control period, Dr.

Smith’s employment is terminated by us without cause (excluding by reason of death or disability) or he resigns for good reason, Dr.

Smith will become entitled to the following benefits:

continued payment of his annual base salary as of immediately before his termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) for six months following his termination date;

The receipt of the payments and benefits above is expected to be conditioned on Dr.

Smith timely signing and not revoking a release of claims, complying with his confidentiality agreement, and resigning from all officer and director positions with us.

In addition, if any of the payments or benefits provided for under Dr.

Smith’s employment agreement or otherwise payable to Dr.

Smith would constitute “parachute payments”

within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.

Smith’s employment agreement does not require us to provide any tax gross-up payments to him.

Employee Benefit and Stock Plans

The following paragraphs provide a summary of the principal features of the 2021 Plan and its operation.

However, this summary is not a complete description of all of the provisions of the 2021 Plan and is qualified in its entirety by the specific language of the 2021 Plan.

As of December 31, 2021, options to purchase 1,890,231 shares of Common Stock and restricted stock units covering 726,955 shares of Common Stock were outstanding under the 2021 Plan.

Purposes of the 2021 Plan

The purposes of the 2021 Plan are to attract and retain personnel for positions with us, any parent or subsidiary, and any entity that is in control of, is controlled by or is under common control with us (such entities are referred to herein as our group);

to provide additional incentive to employees, directors, and consultants;

and to promote the success of our business.

These incentives may be provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units or performance awards as the administrator of the 2021 Plan may determine.

Authorized Shares

Subject to the adjustment provisions contained in the 2021 Plan, the maximum number of shares of Common Stock that may be issued pursuant to awards under the 2021 Plan is (i) 30,000,000 shares of Common Stock, plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Combination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by us for payment of an exercise price or for tax withholding obligations or are forfeited to or repurchased by us due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12,760,600 shares of Common Stock.

Generally, if an award expires or becomes unexercisable without having been exercised in full, is surrendered under an exchange program described below or, with respect to restricted stock, restricted stock units or performance awards, is forfeited to or reacquired by us due to the failure to vest, the unpurchased shares (or for awards other than options or stock appreciation rights, the forfeited or repurchased shares) that were subject to such awards will become available for future grant or sale under the 2021 Plan (unless it has terminated).

With respect to stock appreciation rights, only shares actually issued will cease to be available.

Shares that actually have been issued under the 2021 Plan under any award will not be returned to the 2021 Plan and will not become available for future distribution under the 2021 Plan.

Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award will become available for future grant or sale.

To the extent an award is paid out in cash rather than shares, such cash payment will not reduce the number of shares available for issuance.

If any extraordinary dividend or other extraordinary distribution (whether in cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of our shares or other securities, other change in our corporate structure affecting the shares, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any of its successors) affecting the shares occurs (including a change in control of us), the administrator, to prevent diminution or enlargement of the benefits or potential benefits intended to be provided under the 2021 Plan, will adjust the number and class of shares that may be delivered under the 2021 Plan and/or the number, class, and price of shares covered by each outstanding award, and the numerical share limits contained in the 2021 Plan.

Plan Administration

The Compensation Committee administers the 2021 Plan and is referred to as the administrator.

Different administrators may administer the 2021 Plan with respect to different groups of service providers.

However, our board of directors retains the authority to concurrently administer the 2021 Plan and revoke the delegation of some or all authority previously delegated.

Subject to the terms of the 2021 Plan and applicable laws, the administrator generally will have the power, in its sole discretion, to make any determinations and perform any actions deemed necessary or advisable for administering the 2021 Plan.

The administrator will have the power to administer the 2021 Plan, including the power to construe and interpret the 2021 Plan and awards granted under the 2021 Plan, and determine the terms of awards, including the exercise price (if any), the number of shares of Common Stock subject to each award, the time when awards may vest or be exercised (including the ability to accelerate the vesting and exercisability of awards), and the form of consideration payable upon exercise, if applicable.

The administrator may select the service providers to whom awards may be granted and approve forms of awards agreements under the 2021 Plan.

The administrator will also have the authority to amend awards (including the discretionary authority to extend the post-termination exercisability period of awards and to extend the maximum term of an option) and to temporarily suspend the exercisability of an award if the administrator deems such suspension to be necessary or appropriate for administrative purposes, subject to the provisions of the 2021 Plan.

The administrator may institute and determine the terms and conditions of an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) participants have the opportunity to transfer any outstanding awards to a financial institution or other person or entity selected by the administrator, and/or (iii) the exercise price of an outstanding award is increased or reduced.

Unless a participant is on an approved leave of absence, the administrator will have sole discretion to determine the date on which a participant stops actively providing services to us or our group.

The administrator’s decisions, determinations, and interpretations are final and binding on all participants and any other holders of awards.

Persons eligible to receive awards under the 2021 Plan include our officers and other employees, non-employee directors and our consultants.

Stock Options

Options may be granted under the 2021 Plan.

Subject to the provisions of the 2021 Plan, the administrator will determine the terms and conditions of options, including when such options vest and become exercisable (and the administrator will have the discretion to accelerate the time at which such options will vest or become exercisable).

The per share exercise price of any option generally must be at least 100% of the fair market value of a share on the date of grant, and the term of an incentive stock option may not be more than 10 years.

However, with respect to any incentive stock option granted to an individual who owns 10% of the voting power of all classes of our stock or any of its parent or subsidiary corporations, the term of such option must not exceed 5 years, and the per share exercise price of such incentive stock option must be at least 110% of the fair market value of a share on the grant date.

After a participant’s service terminates, he or she generally may exercise the vested portion

of his or her option for the period of time stated in his or her option agreement.

In no event may an option be exercised later than the expiration of its term, except in certain circumstances where the expiration occurs during a period where exercise is not permitted under applicable law, as described more fully in the 2021 Plan.

Subject to the provisions of the 2021 Plan, the administrator will determine the other terms of options, including the acceptable forms of consideration for exercising an option.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2021 Plan.

Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of Common Stock between the exercise date and the date of grant.

Subject to the provisions of the 2021 Plan, the administrator will determine the terms and conditions of stock appreciation rights, including when such rights vest and become exercisable (and the administrator will have the discretion to accelerate the time at which such rights will vest or become exercisable) and whether to pay any increased appreciation in cash, shares, or a combination of both.

The per share exercise price of a stock appreciation right must be at least 100% of the fair market value a share on the date of grant with respect to United States taxpayers, and the term of a stock appreciation right will be no more than 10 years.

After a participant’s service terminates, he or she generally may exercise the vested portion of his or her stock appreciation right for the period of time stated in his or her option agreement.

However, in no event may a stock appreciation right be exercised later than the expiration of its terms, except in certain circumstances where the expiration occurs during a period where exercise is not permitted under applicable law, as described more fully in the 2021 Plan.

Restricted Stock

Restricted stock may be granted under the 2021 Plan.

Restricted stock awards are grants of shares that vest in accordance with terms and conditions established by the administrator.

The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant.

The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us or members of our group), and the administrator will have the discretion to accelerate the time at which any restrictions will lapse or be removed.

Recipients of restricted stock awards generally will have voting but will not have dividend rights with respect to such shares upon grant without regard to the restriction, unless the administrator provides otherwise.

Shares of restricted stock as to which the restrictions have not lapsed are subject to our right of repurchase or forfeiture.

Restricted Stock Units

Restricted stock units may be granted under the 2021 Plan.

Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one Share.

The administrator will determine the terms and conditions of restricted stock units including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment.

The administrator will have the discretion to accelerate the time at which any restrictions will lapse or be removed and to settle earned restricted stock units in cash, shares, or a combination of both.

Performance Awards

Performance awards may be granted under the 2021 Plan.

Performance awards are awards that will result in a payment to a participant only if objectives established by the administrator are achieved or the awards otherwise vest.

The administrator will establish organizational or individual performance objectives in its discretion, which, depending on the extent to which they are met, will determine the value of the payout for the performance awards to be paid out to participants.

The administrator will have the discretion to reduce or waive any performance objectives or other vesting provisions for performance awards.

Performance awards will have a threshold, target, and maximum payout value established by the administrator on or before to the grant date.

The administrator will have the discretion to pay earned performance awards in the form of cash, shares, or in some combination of both.

Non-Employee Directors

The 2021 Plan provides that any non-employee director, in any fiscal year, may not be paid, issued or granted cash retainer fees and equity awards (including awards under the 2021 Plan) with an aggregate value of more than $500,000, increased to $750,000 in connection with the non-employee director’s initial service, with the value of each equity award based on its grant date fair value.

For purposes of this limitation, the grant date fair value is determined in accordance with U.S.

generally accepted accounting principles.

Any cash compensation or equity awards granted under the 2021 Plan to a non-employee director for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation.

The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

Non-Transferability of Awards

Unless the administrator provides otherwise, the 2021 Plan generally does not allow for the transfer or disposal of awards and only the recipient of an award may exercise an award during his or her lifetime.

Any unauthorized transfer will be void.

Dissolution or Liquidation

If there is a proposed liquidation or dissolution of us, the administrator will notify participants at such time before the effective date of such event as the administrator determines and all awards, to the extent that they have not been previously exercised, will terminate immediately before the consummation of such event.

Merger or Change in Control

The 2021 Plan provides that if there is a merger or a “change in control”

(as defined under the 2021 Plan) of us, each outstanding award will be treated as the administrator determines (subject to the following paragraph) without a participant’s consent, including that an award be continued by the successor corporation or that vesting of awards may accelerate automatically upon consummation of the transaction.

The administrator will not be required to treat all awards, portions of awards or participants similarly and may modify awards, subject to the provisions of the 2021 Plan.

If the successor corporation does not continue an award (or some portion of such award), the participant will fully vest in (and have the right to exercise) 100% of the then-unvested shares subject to his or her outstanding options and stock appreciation rights, all restrictions on 100% of the participant’s outstanding restricted stock and restricted stock units will lapse, and, regarding 100% of participant’s outstanding awards with performance-based vesting, all performance goals or other vesting criteria will be treated as achieved at 100% of target levels and all other terms and conditions met.

In no event will vesting of an award accelerate as to more than 100% of the award.

If options or stock appreciation rights are not continued when a change in control or a merger of us with or into another corporation or other entity occurs, the administrator will notify the participant in writing or electronically that the participant’s vested options or stock appreciation rights (after considering the foregoing vesting acceleration, if any) will be exercisable for a period of time determined by the administrator in its sole discretion and all of the participant’s options or stock appreciation rights will terminate upon the expiration of such period (whether vested or unvested).

With respect to awards held by a non-employee director, in the event of a change in control, the non-employee director will fully vest in and have the right to exercise his or her options and/or stock appreciation rights, all restrictions on his or her restricted stock and restricted stock units will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant.

Forfeiture and Clawback

All awards granted under the 2021 Plan will be subject to recoupment under any clawback policy that we are required to adopt under applicable law or listing standards.

In addition, the administrator may impose such other clawback, recovery or recoupment provisions in an award agreement as the administrator determines necessary or appropriate, including without limitation to any reacquisition right regarding previously acquired shares or other cash or property.

In addition, the administrator may provide in an award agreement that the recipient’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an award.

Amendment or Termination

The 2021 Plan became effective upon the closing of the Business Combination and will continue in effect until terminated by the administrator, but no incentive stock options may be granted after ten (10) years from the earlier of the Board or stockholder approval of the 2021 Plan.

In addition, the Board will have the authority to amend, suspend, or terminate the 2021 Plan, but such action generally may not materially impair the rights of any participant without his or her written consent.

2021 Employee Stock Purchase Plan

The following paragraphs provide a summary of the principal features of the ESPP and its operation.

However, this summary is not a complete description of all of the provisions of the ESPP and is qualified in its entirety by the specific language of the ESPP.

The purpose of the ESPP is to provide our eligible employees with an opportunity to purchase shares of Common Stock through accumulated contributions, which generally will be made through payroll deductions.

The ESPP permits the administrator (as discussed below) to grant purchase rights that qualify for preferential tax treatment under Section 423 of the Code.

In addition, the ESPP authorizes the grant of purchase rights that do not qualify under Code Section 423 pursuant to rules, procedures or sub-plans adopted by the administrator that are designed to achieve desired tax or other objectives.

Shares Available for Issuance

Subject to adjustment upon certain changes in our capitalization as described in the ESPP, the maximum number of shares of Common Stock that will be available for issuance under the ESPP will be 3,000,000 shares.

The shares may be authorized, but unissued, or reacquired Common Stock.

We currently are unable to determine how long this share reserve may last because the number of shares that will be issued in any year or offering period depends on a variety of factors that cannot be predicted with certainty, including, for example, the number of employees who elect to participate in the ESPP, the level of contributions made by participants and the future price of shares of Common Stock.

Administration

The ESPP is administered by the Board or a committee appointed by the Board that is constituted to comply with applicable laws.

The compensation committee is the administrator of the ESPP.

Subject to the terms of the ESPP, the administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to delegate ministerial duties to any of our employees, to designate separate offerings under the ESPP, to designate subsidiaries and affiliates as participating in the Section 423 Component and the Non-Section 423 Component, to determine eligibility, to adjudicate all disputed claims filed under the ESPP and to establish such procedures that it deems necessary or advisable for the administration of the ESPP.

The administrator is authorized to adopt rules and procedures in order to:

determine eligibility to participate, determine the definition of compensation for the purposes of contributions to the ESPP, handle contributions to the ESPP, coordinate the making of contributions to the ESPP, establish bank or trust accounts to hold contributions to the ESPP, effect the payment of interest, effect the conversion of local currency, satisfy obligations to pay payroll tax, determine beneficiary designation requirements, implement and determine withholding procedures and determine procedures for the handling of stock certificates that vary with applicable local requirements.

The administrator also is authorized to determine that, to the extent permitted by applicable law, the terms of a purchase right granted under the ESPP or an offering to citizens or residents of a non-U.S.

jurisdiction will be less favorable than the terms of options granted under the ESPP or the same offering to employees resident solely in the United States.

Every finding, decision and determination made by the administrator will, to the full extent permitted by law, be final and binding upon all parties.

Generally, all of our employees will be eligible to participate if they are customarily employed by us, or any of our participating subsidiary or affiliate, for at least 20 hours per week and more than five months in any calendar year.

The administrator, in its discretion, may, prior to an enrollment date, for all options to be granted on such enrollment date in an offering, determine that an employee who (i) has not completed at least two years of service (or a lesser period of time determined by the administrator) since his or her last hire date, (ii) customarily works not more than 20 hours per week (or a lesser period of time determined by the administrator), (iii) customarily works not more than five months per calendar year (or a lesser period of time determined by the administrator), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to disclosure requirements under Section 16(a) of the U.S.

Securities Exchange Act of 1934, as amended, is or is not eligible to participate in such offering period.

However, an employee may not be granted rights to purchase shares under the ESPP if such employee:

immediately after the grant would own capital stock and/or hold outstanding options to purchase such stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock or of any of our parent or subsidiary;

holds rights to purchase shares under all our employee stock purchase plans or any of our parent or subsidiary that accrue at a rate that exceeds $25,000 worth of shares for each calendar year in which such rights are outstanding at any time.

Offering Periods

The ESPP includes a component that allows us to make offerings intended to qualify under Section 423 of the Code and a component that allows us to make offerings not intended to qualify under Section 423 of the Code to designated companies, as described in the ESPP.

Offering periods will begin and end on such dates as may be determined by the administrator in its discretion, in each case on a uniform and nondiscriminatory basis, and may contain one or more purchase periods.

The administrator may change the duration of offering periods (including commencement dates) with respect to future offerings so long as such change is announced prior to the scheduled beginning of the first offering period affected.

No offering period may last more than twenty-seven (27) months.

Contributions

The ESPP permits participants to purchase shares of Common Stock through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation, which includes a participant’s base straight time gross earnings but excludes payments for commissions, incentive compensation, bonuses, payments for overtime and shift premium, equity compensation income and other similar compensation.

Unless otherwise determined by the administrator, a participant may not change the rate of his or her contributions during an offering period.

Exercise of Purchase Right

Amounts contributed and accumulated by the participant are used to purchase shares of Common Stock at the end of each purchase period.

A participant may purchase a maximum number of shares during a purchase period as determined by the administrator in its discretion and on a uniform and nondiscriminatory basis.

The purchase price of the shares will be 85% of the lower of the fair market value of Common Stock on the first trading day of the offering period or on the exercise date, which is generally the last trading day of a purchase period.

Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares.

Participation ends automatically upon termination of employment with us.

Termination of Participation

Participation in the ESPP generally terminates when a participating employee’s employment with us or a designated company ceases for any reason, the employee withdraws from the ESPP or we terminate or amend the ESPP such that the employee no longer is eligible to participate.

An employee may withdraw his or her participation in the ESPP at any time in accordance with procedures, and prior to any applicable deadline, specified by the administrator.

Upon withdrawal from the ESPP, in general the employee will receive all amounts credited to his or her account without interest (unless otherwise required under applicable law) and his or her payroll withholdings or contributions under the ESPP will cease.

Non-Transferability

Neither contributions credited to a participant’s account nor rights to purchase shares of Common Stock and any other rights and interests under the ESPP may be assigned, transferred, pledged or otherwise disposed of (other than by will, the laws of descent and distribution or beneficiary designation in the event of death).

Any attempt at such prohibited disposition will be without effect, except that we may treat such act as an election to withdraw participation.

Certain Transactions

In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares of Common Stock or our other securities, or other change in our corporate structure affecting the Common Stock occurs (other than any ordinary dividends or other ordinary distributions), the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the ESPP in such manner it may deem equitable, will adjust the number and class of shares that may be delivered under the ESPP, the purchase price per share, the class and the number of shares covered by each purchase right under the ESPP that has not yet been exercised, and the numerical limits of the ESPP.

In the event of our proposed dissolution or liquidation, any ongoing offering periods will be shortened and will terminate immediately before completion of the proposed dissolution or liquidation following the purchase of shares under the shortened offering periods, unless provided otherwise by the administrator.

Prior to the new exercise date, the administrator will notify participants regarding the new exercise date and the exercise to occur on such date.

In the event of our merger or “change in control”

(as defined in the ESPP), each outstanding option under the ESPP will be assumed or substituted for by the successor corporation or its parent or subsidiary.

In the event that options are not assumed or

substituted for, the offering period will be shortened by setting a new exercise date on which the offering period will end, which will occur prior to the closing of the merger or change in control.

Prior to the new exercise date, the administrator will notify participants regarding the new exercise date and the exercise to occur on such date.

The administrator has the authority to amend, suspend or terminate the ESPP.

The ESPP automatically will terminate in 2041, unless it is terminated sooner.

If the administrator determines that the ongoing operation of the ESPP may result in unfavorable financial accounting consequences, the administrator may modify, amend or terminate the ESPP to reduce or eliminate such accounting consequence.

If the ESPP is terminated, the administrator in its discretion may terminate all outstanding offering periods either immediately or after completion of the purchase of shares under the ESPP (which may be adjusted to occur sooner than originally scheduled), or in accordance with their terms.

If options are terminated prior to their expiration, then all amounts credited to participants that have not been used to purchase shares will be returned, without interest (unless otherwise required under applicable law), as soon as administratively practicable.

2015 Equity Incentive Plan

The Sarcos 2015 Equity Incentive Plan, or the 2015 Plan, was adopted by the Old Sarcos’

board of directors on June 22, 2015 and approved by Old Sarcos’

stockholders on June 22, 2015.

The shareholders of Old Sarcos last amended the 2015 Plan on January 5, 2020.

The 2015 Plan terminated in connection with the closing of the Business Combination and Old Sarcos will not grant any additional awards under the 2015 Plan.

The 2015 Plan will, however, continue to govern the terms and conditions of the outstanding awards granted under the 2015 Plan prior to the termination of the 2015 Plan.

Authorized Shares

As of December 31, 2021, options to purchase 8,136,863 shares of Common Stock, restricted stock units covering 235,624 shares of Common Stock, and 5,129,222 shares of restricted Common Stock were outstanding under the 2015 Plan.

Plan Administration

Our Compensation Committee currently administers the 2015 Plan.

The administrator is authorized to interpret the provisions of the 2015 Plan and individual award agreements and generally to take any other actions that are contemplated by the 2015 Plan or necessary or desirable in the administration of the 2015 Plan and individual award agreements.

Any decision made or action taken by the administrator or in connection with the administration of the 2015 Plan will be final and conclusive on all persons.

Stock Options

Prior to the Closing, the administrator granted nonstatutory stock options under the 2015 Plan.

The exercise price of such options must equal at least the fair market value of Old Sarcos’

common stock on the date of grant.

The administrator will determine the methods of payment of the exercise price of an option, which may include cash, check, bank draft, money order, promissory note, delivery of shares, “net exercise”

or other property acceptable to the administrator.

Subject to the provisions of the 2015 Plan, the administrator determines the remaining terms of the options (e.g., vesting).

Restricted Stock

Prior to the Closing, restricted stock may be granted under the 2015 Plan.

Shares of restricted stock vest, and the restrictions on such shares will lapse, in accordance with terms and conditions established by the administrator.

The administrator, in its sole discretion, may accelerate the time at which any restrictions lapse or be removed.

Recipients of restricted stock awards have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise.

The specific terms will be set forth in an award agreement.

Restricted Stock Units

Prior to the Closing, restricted stock units were granted under the 2015 Plan.

The administrator determines the terms and conditions of restricted stock units including the vesting criteria, which may include achievement of specified performance criteria or continued service to Old Sarcos, and the form and timing of payment.

The administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

The administrator determines in its sole discretion whether an award will be settled in stock, cash or a combination of both.

Restricted stock units that do not vest will be forfeited

by the recipient and will revert to Old Sarcos and again become available for issuance under the 2015 Plan.

Specific terms are set forth in specific award agreements.

Non-Transferability of Awards

Unless the administrator provides otherwise, the 2015 Plan generally does not allow for the transfer of awards (except by will or by the laws of descent and distribution), and only the recipient of an award may exercise an award during his or her lifetime.

Certain Adjustments

In the event of certain changes in the capitalization of Old Sarcos, the administrator will appropriately and proportionally adjust the number and class of shares that may be delivered under the 2015 Plan or the number, class, and price of shares covered by each outstanding award.

Corporate Transaction

The 2015 Plan generally provides that in the event of a Corporate Transaction (such as a merger or change in control), as defined under the 2015 Plan, each outstanding award will be treated as the administrator determines without a participant’s consent, including that awards may be assumed, substituted, or continued, the vesting of awards may be accelerated and remain exercisable for a period of time, and terminate on the closing of the closing of the corporate transaction if unexercised, assign any reacquisition or repurchase rights, arrange for the termination of any reacquisition or repurchase right, cancel or arrange for the cancellation of any stock award, to the extent not vested or not exercised in exchange for such cash consideration, or make a payment equal to the excess, if any, of (A) the value of the property that would have received upon the exercise of the award over (B) any exercise price payable with respect to such award.

The administrator does not need to treat similarly all the awards, all the awards held by the same participant, or all awards of the same type.

Under the terms of certain stock options granted to participants under the 2015 Plan, if the participant’s employment is terminated, other than voluntary termination by the participant or termination for Cause (as defined above) in connection with or within 12 months after a change of control, 100% of the then unvested and outstanding Old Sarcos option awards held by such participant shall immediately vest.

Certain other stock options granted to participants under the 2015 Plan provide that in the event of a change in control, the unvested portion of options granted to certain participants under the 2015 Plan will immediately vest upon the consummation of such change of control.

The Old Sarcos’

board of directors has the authority to amend, alter, suspend or terminate the 2015 Plan, provided such action does not impair the existing rights of any participant.

We maintain a 401(k) retirement savings plan for the benefit of our employees, including our named executive officers, who satisfy certain eligibility requirements.

Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan.

The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan.

The information required by this item is incorporated by reference to our definitive proxy statement to be filed in connection with the 2023 Annual Meeting of Stockholders no later than 120 days after December 31, 2022.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the actual beneficial ownership of Common Stock as of February 15, 2022 by:

each person who is the beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock;

each of our named executive officers and directors;

all of our officers and directors, as a group.

Beneficial ownership is determined according to SEC rules, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants

that are currently exercisable or exercisable within 60 days.

Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

The beneficial ownership of Company Common Stock is based on 142,901,760 shares of Company Common Stock issued and outstanding as of the record date.

For purposes of calculating the ownership percentages in the table below, the number of shares outstanding for each person assumes full exercise of only such person’s outstanding options and warrants that are exercisable within 60 days of February 15, 2022.

Name and Address of Beneficial Owners (1)

Directors and Named Executive Officers of the Company

Peter Klein (4)

Admiral Eric T.

Olson (Ret.) (5)

Dennis Weibling (6)

Matthew Shigenobu Muta

Priya Balasubramaniam

Fraser Smith (7)

All Directors and Executive Officers as a Group (13 individuals)

BlackRock, Inc.

Rotor-Sarcos, LLC (9)

Marc Olivier (10)

DIG Investments XVIII AB (11)

Schlumberger Technology Corporation (12)

* Represents less than 1%

(1) Unless otherwise noted, the business address of each of our stockholders is c/o Sarcos Robotics and Technology Corporation, 650 South 500 West, Suite 150, Salt Lake City, Utah 84101.

(2) Consists of (a) 14,598,714 shares of Common Stock held by Mare’s Leg Capital, LLC (“MLC”) an entity wholly owned by Mr.

Wolff and his spouse, Julie Wolff;

(b) 5,129,222 shares of Common Stock held by Mr.

(c) 141,053 shares of Common Stock underlying options held by Julie Wolff exercisable within 60 days of February 15, 2022;

and (d) 276,491 shares of Common Stock underlying restricted stock units held by Mr.

Wolff scheduled to vest within 60 days of February 15, 2022.

(3) Consists of (a) 371,473 shares held by Marstar Investments, LLC, (b) 5,672,168 shares held by Rotor Sponsor LLC, (c) 8,942,957 shares held by Rotor-Sarcos, LLC and (d) 12,500 shares held by Gee Jay LLC.

Finn is the administrator of and has sole voting and dispositive control over the shares held by Marstar Investments, LLC.

Finn is a managing member of and has sole voting and dispositive power over the shares held by Rotor Sponsor LLC.

Finn is a member of and has shared voting and dispositive power over shares held by Rotor-Sarcos, LLC.

As of February 15, 2022, Mr.

Finn served as trustee of a trust affiliated with Gee Jay LLC.

Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

(4) Consists of 256,460 shares of Common Stock underlying options held by Mr.

Klein exercisable within 60 days of February 15, 2022.

(5) Consists of 102,584 shares of Common Stock underlying options held by Adm.

Olson exercisable within 60 days of February 15, 2022.

(6) Consists of (a) 708,108 shares of Common Stock held by Mr.

(b) 2,260,683 shares of Common Stock held by the Weibling Living Trust;

and (c) 11,756 shares of Common Stock underlying options exercisable within 60 days of February 15, 2022.

Weibling has sole voting and dispositive power over the shares held by the Weibling Living Trust.

The address of the Weibling Living Trust is 2205 Carillon Point, Kirkland, WA 98033.

(7) Consists of (a) 14,016,020 shares of Common Stock held by Dr.

Smith and (b) 125,942 shares of Common Stock underlying restricted stock units scheduled to vest within 60 days of February 15, 2022.

(8) The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by BlackRock, Inc.

Consists of 19,686,414 shares of Common Stock held by funds and accounts under management by subsidiaries of BlackRock, Inc.

The registered holders of the referenced shares are funds and accounts under management by subsidiaries of BlackRock, Inc.

BlackRock, Inc.

is the ultimate parent holding company of such subsidiaries.

On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares.

Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts.

The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is 55 East 52nd Street, New York, NY 10055.

Finn has shared control of Rotor-Sarcos, LLC.

As such, he has shared voting and dispositive power over the shares of Common Stock owned by Rotor-Sarcos, LLC.

Finn disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

(10) Consists of (a) 14,325,512 shares of Common Stock to held by Dr.

Olivier and (b) 125,942 shares of Common Stock underlying restricted stock units scheduled to vest within 60 days of February 15, 2022.

(11) Consists of 11,365,442 shares of Common Stock held by DIG Investments XVIII AB (“DIG”).

Martin HP Söderström has voting or investment control over the shares held by DIG.

The business address of DIG and Mr.

Söderström is Box 55998, 102 16 Stockholm, Sweden.

(12) Schlumberger Holdings Corporation is the sole stockholder of Schlumberger Technology Corporation.

Schlumberger B.V.

is the sole stockholder of Schlumberger Holdings Corporation.

Schlumberger N.V.

(Schlumberger Limited) is the sole stockholder of Schlumberger B.V.

Schlumberger N.V.

(Schlumberger Limited) owns, directly or indirectly, all of the equity interests of Schlumberger Technology Corporation, and has voting or investment control over the shares held by Schlumberger Technology Corporation.

For a list of officers of Schlumberger N.V.

(Schlumberger Limited), please refer to Schlumberger N.V.

(Schlumberger Limited)'s public filings.

The business address for Schlumberger Technology Corporation and Schlumberger Holdings Corporation is 300 Schlumberger Drive, Sugar Land, Texas 77478.

The business address for Schlumberger BV is Parkstraat 83, 2514 JG The Hague, Netherlands.

The business address for Schlumberger N.V.

(Schlumberger Limited) is 5599 San Felipe, 17th Floor, Houston, Texas 77056.

Please see the sections titled “

Directors, Executive Officers and Corporate Governance ,”

Executive Compensation ”

Certain Relationships and Related Transactions ”

appearing elsewhere in this Annual Report on Form 10-K for information regarding material relationships with our principal securityholders within the past two years.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed in the sections titled “

Directors, Executive Officers and Corporate Governance ”

Executive Compensation ,”

the following is a description of each transaction since January 1, 2021, and each currently proposed transaction, in which:

we or either Rotor or Old Sarcos was a participant;

the amount involved exceeded or exceeds $120,000;

any of our, Old Sarcos or Rotor directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Certain Relationships and Related Person Transactions –

Founder Shares and Private Placement Warrants

In September 2020, the Sponsor paid an aggregate of $25,000, or approximately $0.004 per share, in exchange for the issuance of 5,750,000 Founder Shares.

The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of Rotor’s Initial Public Offering.

In January 2021, Rotor effectuated a stock dividend of 0.2 Founder Shares for each outstanding Founder Share, resulting in there being an aggregate of 6,900,000 Founder Shares outstanding.

Of the 6,900,000 Founder Shares, the Sponsor had agreed to forfeit an aggregate of up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters.

As of January 20, 2021, the underwriter exercised its over-allotment option in full.

As a result, these 900,000 Founder Shares are no longer subject to forfeiture.

Simultaneously with the closing of the Initial Public Offering, Rotor issued 790,384 Founder Shares to the BlackRock and Millennium Holders pursuant to the BlackRock Letter Agreement and Millennium Letter Agreement and cancelled a like number of shares of Founder Shares owned by the Sponsor.

Simultaneously with the closing of the Initial Public Offering, the Rotor Restricted Stockholders purchased an aggregate of 7,270,000 Private Placement Warrants, each exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, and the BlackRock and Millennium Holders purchased Founder Shares, in each case in a private placement.

We received an aggregate of $7,270,000 from the sale of Private Placement Warrants to the Rotor Restricted Stockholders and sale of Founder Shares to the BlackRock and Millennium Holders.

The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If we did not complete a Business Combination within the combination period, the proceeds from the sale of the Private Placement Warrants would have been used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants would have expired worthless.

At the closing of the Private Placement, on January 20, 2021, $212,308 of excess fund ing was due to be repaid to the Sponsor.

Founders Letter Agreement

In connection with our Initial Public Offering, the Sponsor and Rotor’s directors and officers (collectively, the “Original Founders”) entered into a letter agreement with Rotor, whereby the Original Founders agreed to vote their shares of Common Stock in favor of an initial business combination, including the Business Combination and proposals set forth in our proxy statement, filed with the SEC on August 6, 2021, as supplemented by the proxy supplement filed on August 30, 2021 (the “proxy statement”).

In addition to voting obligations, the Original Founders entered into a letter agreement in connection with the Rotor IPO (the “Founders Letter Agreement”), pursuant to which the Original Founders agreed to certain lock-up and transfer restrictions with respect to their Founder Shares and Private Placement Warrants.

The Sponsor and each member of our management team have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (a) one year after the completion of the Business Combination and (b) upon completion of the Business Combination, (x) if the last reported sale price of our Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Business Combination or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after the Business Combination that results in all of our stockholders having the right to exchange their Common Stock for cash, securities or other property.

The Private Placement Warrants and the respective Common Stock underlying such Warrants are not transferable or salable until 30 days after the completion of the Business Combination.

The foregoing restrictions are not applicable to transfers (a) to Rotor’s initial officers or directors, any affiliates or family members of any of our initial stockholders, officers or directors, any members of the Sponsor or its affiliates, any affiliates of the Sponsor, or any employees of such affiliates;

(b) in the case of an individual, by gift to a member of one of the individual’s immediate

family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection with the completion of the Business Combination at prices no greater than the price at which the founder shares, Private Placement Warrants or Common Stock, as applicable, were originally purchased;

(f) by virtue of the limited partnership agreements or other applicable organizational documents of the Sponsor upon dissolution of the Sponsor;

(g) as distributions to limited partners or members of the Sponsor;

(h) by virtue of the laws of the State of Delaware or of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;

(i) to us for no value for cancellation in connection with the completion of the Business Combination;

or (j) in the event of our completion of a liquidation, merger, capital stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their Common Stock for cash, securities or other property subsequent to our completion of the Business Combination;

provided, however, that in the case of clauses (a) through (h), or with our prior written consent, these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.

Those Original Founders who are also Specified Sarcos Equity Holders are subject to the restrictions set forth in the Other Lock-Up Agreements upon distribution of any of our Common Stock or Private Placement Warrants by the Sponsor to such persons.

Additionally, the Sponsor agreed to be liable to Rotor if and to the extent any claims by a third party (other than Rotor’s independent registered public accounting firm) for services rendered or products sold to Rotor, or a prospective target business with which Rotor has discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay Rotor taxes, if any, provided that such liability would not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor would it apply to any claims under Rotor’s indemnity of the underwriters of its Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

On January 14, 2021, each of the Millennium and BlackRock Holders entered into a letter agreement (the “Millennium Letter Agreement”

and “BlackRock Letter Agreement,”

respectively), whereby the Millennium Holder, among other things agreed to purchase from us 395,192 Founder Shares for $436,731 and 419,423 Private Placement Warrants for $419,423 and the BlackRock Holders agreed to purchase from us 395,192 Founder Shares for $436,727 and 419,423 Private Placement Warrants for $419,423.

Pursuant to the Millennium Letter Agreement and the BlackRock Letter Agreement, the Founder Shares and Private Placement Warrants are subject to the same lock-up and transfer restrictions as set forth in the Founders Letter Agreement (with substantially similar provisions with respect to permitted transferees) and Millennium shall have the same registration rights as set forth in the Founder Registration Rights Agreement, dated as of January 14, 2021, entered into by and among Rotor and certain Rotor stockholders.

Founder Registration Rights Agreement

Rotor entered into the Registration Rights Agreement with respect to the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the foregoing and upon conversion of the Founder Shares.

Pursuant to the Registration Rights Agreement, the Rotor Restricted Stockholders and their permitted transferees are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Subscription Agreements

Finn, Howard and Selig, each directors of Rotor prior to the Business Combination, were participants in the PIPE Financing and executed Subscription Agreements with Rotor.

Finn, who also serves as our director following the Business Combination, through an investment vehicle held indirectly by family trusts (to which he is not a beneficiary), subscribed for 130,000 shares of our Common Stock for an aggregate purchase price of $1.3 million.

Finn also subscribed for 12,500 shares of our Common Stock through a separate investment vehicle of which he is a trustee.

Howard subscribed for 100,000 shares of our Common Stock for an aggregate purchase price of $1 million.

Selig subscribed for 25,000 shares of our Common Stock for an aggregate purchase price of $250,000.

Related Party Loans

In order to finance transaction costs in connection with the Business Combination, Rotor’s Sponsor, officers, directors or their affiliates were permitted, but were not obligated to, loan Rotor funds (collectively, the “Working Capital Loans”).

Pursuant to the Merger Agreement, Rotor was permitted to incur up to $1,500,000 in working capital loans, provided that such loans were

non-interest bearing and did not have any prepayment or repayment premiums, penalties, breakage or similar costs if it were to be prepaid or repaid in full.

In the event that the Business Combination did not close, we were permitted to use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from our Trust Account would have been used to repay the Working Capital Loans.

Up to $1,500,000 of the Working Capital Loans was convertible into warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would have been identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

On September 14, 2020, the Sponsor agreed to loan Rotor an aggregate of up to $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”).

The Promissory Note was non-interest bearing and was payable on the earlier of (i) June 30, 2021, (ii) the consummation of the Initial Public Offering or (iii) the date on which Rotor determined not to proceed with the Initial Public Offering.

As of December 31, 2020, there was $105,336 in borrowings outstanding under the Promissory Note, which was due on demand, and which were subsequently repaid at the closing of Rotor’s Initial Public Offering.

On May 11, 2021, the Sponsor loaned to Rotor an aggregate of $145,000 for working capital purposes.

On June 9, 2021, the Sponsor agreed to loan Rotor up to an additional $300,000 for working capital purposes.

Each of the foregoing is evidenced by a separate promissory note (the “

Notes, ”

each a “Note”) which was non-interest bearing and payable upon the consummation by Rotor of a merger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities.

Upon consummation of the Business Combination, the Sponsor had the option, but not the obligation, to convert the outstanding principal balance of the Notes, in whole or in part, into our warrants, identical to the Private Placement Warrants (the “Note Warrants”), at a price of $1.00 per Note Warrant.

Each Note Warrant would have been exercisable into one share of Rotor Class A common stock at a price of $11.50 per share, subject to adjustment.

The Warrants (i) would not be redeemable by us, (ii) would be exercised for cash or on a cashless basis so long as they are held by the initial holder or its permitted transferees, and (iii) would not be transferable, assignable or salable until 30 days after the completion of the Business Combination except in limited circumstances.

If we did not consummate the Business Combination, the Notes would not have been repaid and all amounts owed under the Notes would have been forgiven except to the extent that Rotor had funds available to it outside of its trust account established in connection with the initial public offering.

Certain Relationships and Related Person Transactions –

Series C Preferred Stock Financing

Between January and March 2020, Old Sarcos sold an aggregate of 3,552,228 shares of Old Sarcos’

Series C Preferred Stock at a purchase price of $11.3243 per share to accredited investors for an aggregate purchase price of approximately $40 million (the “Series C Financing”).

Each share of Old Sarcos’

Series C Preferred Stock was converted automatically into shares of our common stock in connection with the completion of the Business Combination, as provided in the Merger Agreement.

The following table summarizes purchases of Old Sarcos’

Series C Preferred Stock by related parties (in each case before giving effect to the exchange upon the consummation of the Business Combination):

Shares of Series C Preferred Stock

Total Purchase Price

Caterpillar Venture Capital Inc.

Dennis Weibling (2)

DIG Investments XVIII AB (3)

Rotor-Sarcos, LLC (4)

19,744,268.12

Schlumberger Technology Corporation (5)

(1) Michael Young was a member of the Old Sarcos Board and was a member of the Old Sarcos’

board of directors at the time of the Series C Financing.

Young is affiliated with Caterpillar Venture Capital Inc.

(2) Dennis Weibling was a member of the Old Sarcos’

board of directors and is a member of our board of directors.

(3) Michael Young was a member of the Old Sarcos’

board of directors and was a member of the Old Sarcos’

board of directors at the time of the Series C Financing.

Young was appointed to the Old Sarcos’

board of directors on behalf of DIG Investments XVIII AB .

Finn, an investor in Rotor-Sarcos, LLC together with the other Specified Sarcos Equity Holders, joined the Old Sarcos’

board of directors after the Series C Financing and resigned from the Old Sarcos’

board of directors in January 2021.

Finn serves on our board of directors.

(5) Iain Cooper was a member of the Old Sarcos’

board of directors at the time of the Series C Financing and was an employee of Schlumberger Technology Corporation.

Compensation Arrangements

We are party to offer letters, restricted stock unit award agreements and stock option agreements with our executive officers that, among other things, provide for certain change of control benefits.

We have also granted stock options to our executive officers and Peter Klein and Dennis Weibling, each a member of our board of directors.

For additional information, please see “

Executive Compensation .”

Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors

Julie Wolff, spouse of Benjamin Wolff, our Executive Chairman, has served as our’s and Old Sarcos’

Chief Legal Officer since September 2016 and was a member of Old Sarcos’

board of directors since September 2016 until the Business Combination.

As our Chief Legal Officer, Ms.

Wolff is responsible for legal and regulatory matters.

During the years ended December 31, 2020 and December 31, 2021, Ms.

Wolff received total compensation, including base salary, bonus and other compensation, of $197,231.05 and $342,820 respectively.

Investors’

Rights Agreement

Old Sarcos was party to an Amended and Restated Investors’

Rights Agreement, dated January 31, 2020, pursuant to which, among other things, certain holders of OldSarcos’

capital stock were entitled to certain rights with respect to the registration of their shares.

These holders included all of the holders of preferred stock of Old Sarcos, including Mare’s Leg Capital, LLC, which is 100% owned by Benjamin Wolff, our Executive Chairman and former Chief Executive Officer and Julie Wolff, our Chief Legal Officer and spouse of Benjamin Wolff, Dennis Weibling, a member of our board of directors, DIG Investments XVIII AB, Rotor-Sarcos, LLC, Caterpillar Venture Capital Inc., GE Ventures LLC and Schlumberger Technology Corporation.

The Amended and Restated Investors’

Rights Agreement was terminated in connection with the Business Combination.

Voting Agreement

Old Sarcos was party to an Amended and Restated Voting Agreement, dated January 31, 2020, pursuant to which, among other things, certain holders of Old Sarcos’

capital stock were entitled to certain rights with respect to election of the members of the Old Sarcos’

board of directors (prior to the consummation of the Business Combination).

Per the terms of the Amended and Restated Voting Agreement, Rotor-Sarcos, LLC, DIG Investments XVIII AB, Schlumberger Technology Corporation and JVSV, LLC (which is affiliated with Dennis Weibling) were each entitled to designate one director to the Old Sarcos’

board of directors.

The Amended and Restated Voting Agreement was terminated in connection with the Business Combination.

Right of First Refusal and Co-Sale Agreement

Old Sarcos was a party to an Amended and Restated Right of First Refusal and Co-Sale Agreement, as amended January 31, 2020, pursuant to which certain holders of preferred stock had right of first refusal and co-sale in respect of certain sales of securities by Old Sarcos’

common stockholders.

The Amended and Restated Right of First Refusal and Co-Sale Agreement was terminated in connection with the Business Combination.

Rotor-Sarcos, LLC Agreements

In connection with the Series C Financing, Old Sarcos and Rotor-Sarcos, LLC, the investment vehicle in which the Specified Sarcos Equity Holders hold their shares of preferred stock in Old Sarcos, entered into (i):

a letter agreement, dated January 31, 2020, pursuant to which Rotor-Sarcos, LLC is entitled to certain information and observer rights (the “Side Letter”);

warrants to purchase common shares of Old Sarcos’

Class A Common Stock, dated January 31, 2020 (the “

Old Sarcos Warrants ”, which have subsequently been distributed to certain Specified Sarcos Equity Holders by Rotor-Sarcos, LLC);

and (iii) a consulting agreement, dated January 31, 2020, pursuant to which Rotor-Sarcos, LLC provides consulting services to Old Sarcos (the “Consulting Agreement”).

Each of the Side Letter and the Consulting Agreement was terminated in connection with the Business Combination.

Rotor-Sarcos, LLC transferred all of its rights under the Old Sarcos Warrants to its members.

Prior to the signing of the Merger Agreement, the holders of the Old Sarcos Warrants provided notice to Old Sarcos that they would net exercise the Old Sarcos Warrants in connection with the closing of the Business Combination, effective immediately prior to the closing of the Business Combination.

PIPE Financing

In connection with the Business Combination, Rotor entered into Subscription Agreements with the PIPE Investors to consummate the PIPE Financing, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Rotor agreed to issue and sell to the PIPE Investors, an aggregate of 22,000,000 shares of Common Stock at a price of $10.00 per share.

Mare’s Leg Capital entered into a Subscription Agreement for 50,000 shares of Common Stock at a total purchase price of $500,000.

Schlumberger Technology Corporation has entered into a Subscription Agreement for 100,000 shares of Common Stock at a total purchase price of $1,000,000.

Affiliates of DIG Investments XVIII AB entered into a Subscription Agreement for 1,500,000 shares of Common Stock at a total purchase price of 15,000,000.

Finn and John D.

Howard, members of Rotor-Sarcos, LLC, entered into Subscription Agreements (directly or indirectly) for an aggregate of 230,000 shares of Common Stock, for an aggregate purchase price of $2,300,000.

Group Delphi Services Agreement

Old Sarcos was and, following the consummation of the Business Combination the Surviving Company is party to a Services Agreement with Group Delphi, dated December 18, 2019, pursuant to which Group Delphi provided certain products and services, including building a booth for Sarcos’

use in trade shows.

During the fiscal year ended December 31, 2020, Old Sarcos paid Group Delphi $168,654.60 for such services.

$1,062.75 in fees have been paid by Old Sarcos to Group Delphi thus far in 2021.

Byrne Sanford, the brother-in-law of Benjamin Wolff, worked for Group Delphi as an Account Executive.

Group Delphi is not providing any ongoing services to Sarcos, and Sarcos does not currently expect to request additional services pursuant to the Services Agreement.

Sparks Marketing Group Services Agreement

Following the acquisition of Group Delphi’s trade group and events division by Sparks Marketing Group Corp.

(“Sparks Group”), Old Sarcos entered into a Master Services Agreement with Sparks Group, dated May 16, 2021, pursuant to which Sparks Group will provide certain goods and services, including buildout, branding, operations and maintenance of the Sarcos product roadshow.

Sarcos expects to pay Sparks Group approximately $890,000 during fiscal years 2021 and 2022 for such services.

Byrne Sanford, the brother-in-law of Benjamin Wolff, works for Sparks Group as Vice President Strategic Accounts.

Indemnification Agreements

Old Sarcos was, and following the consummation of the Business Combination the Surviving Company is currently party to indemnification agreements with Old Sarcos’

directors and executive officers.

We have entered into separate indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in the Charter and Bylaws.

For more information, please see “

Management—Limitation of Liability and Indemnification of Officers and Directors .”

We believe that these Charter and Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in the Charter and the Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties.

They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders.

A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Policies and Procedures for Related Person Transactions

We have adopted a formal, written policy regarding related person transactions, which became effective upon the completion of the Business Combination .

This written policy regarding related person transactions provides that a related person transaction is a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000.

Our policy also provides that a related person means any of our executive

officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

Our audit committee has the primary responsibility for reviewing and approving or disapproving related person transactions.

In addition to the policy, our audit committee charter provides that our audit committee shall review and approve or disapprove any related person transactions.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by Ernst & Young LLP (“EY”) for the years ended December 31, 2021 and 2020.

(in thousands)

Audit Fees (1)

Audit-Related Fees (2)

(1) Audit Fees .

Consist of fees for professional services rendered in connection with the audit of our consolidated financial statements, review of our quarterly consolidated financial statements and consultations and services in connection with statutory and regulatory filings or engagements for those fiscal years.

This category also includes $0.8 million of fees during 2021 for services incurred in connection with the Business Combination.

The 2020 fees include audit fees for the 2019 audit opinion in connection with our registration statements.

(2) Audit-Related Fees.

There were no fees billed by EY for professional services rendered for audit-related services for the years ended December 31, 2021 and 2020.

(3) Tax Fees.

There were no fees billed by EY for professional services rendered for tax services for the years ended December 31, 2021 and 2020.

Auditor Independence

In 2021, there were no other professional services provided by EY, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of EY.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Effective upon the consummation of the Business Combination, our audit committee has established a policy governing our use of the services of our independent registered public accounting firm.

Under this policy, our audit committee is required to pre-approve all audits and audit fees, and pre-approve (or, where permitted under the rules and regulations of the SEC, subsequently approve) all non-audit and tax services to be performed by our independent registered public accounting firm.

Since the adoption of this policy, all services provided by EY for our fiscal year ended December 31, 2021 were pre-approved by our audit committee.

Exhibits, Financial Statement Schedules.

a) (1) Financial Statements

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedule

All financial statement schedules have been omitted because they are either not applicable or the required information is shown in the consolidated financial statements or notes thereto.

(3) Financial Statement Schedule

See the Exhibit Index which precedes the signature page of this Annual Report on Form 10-K, which is incorporated by herein by reference.

See the Exhibit Index which precedes the signature page of this Annual Report on Form 10-K.

See Item 15(a)(3) above.

1 unchanged sentence

See Item 15(a)(2) above.

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreement.

The agreements may contain representations and warranties that the parties made to each other as of specific dates.

The assertions embodied in those representations and warranties were made solely for purposes of the applicable agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of such agreement.

In addition, such representations and warranties:

(i) may not be accurate or complete as of any specified date;

(ii) are modified and qualified in important part by the underlying disclosure schedules;

(iii) may be subject to a contractual standard of materiality different from those generally applicable to investors;

or (iv) may have been used for the purpose of allocating risk among the parties to the applicable agreement, rather than establishing matters as facts.

Moreover, information concerning the subject matter of the representations and warranties may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in Company’s public disclosures.

For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.

Agreement and Plan of Merger, dated as of April 5, 2021, by and among the Company, Rotor Merger Sub Corp.

3 unchanged sentences

and Old Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2021).

Merger Agreement, dated March 27, 2022, by and among the Company, Spiral Merger Sub I, Inc., Spiral Merger Sub II, LLC, RE2, Inc.

and Draper Triangle Ventures III, LP, solely in its capacity as the agent for and on behalf of the shareholders of RE2 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2022).

Second Amended and Restated Certificate of Incorporation of Sarcos Technology and Robotics Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Amended and Restated Bylaws of Sarcos Technology and Robotics Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Specimen Stock Certificate (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Specimen Warrant Certificate (incorporated by reference to the Company’s Form S-1/A filed with the SEC on December 30, 2020).

Amended and Restated Bylaws of Sarcos Technology and Robotics Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 8, 2022).

Warrant Agreement between Continental Transfer & Trust Company and the Registrant (incorporated by reference to the Company’s Form S-1/A filed with the SEC on December 30, 2020).

Specimen Warrant Certificate (incorporated by reference to the Company’s Form S-1/A filed with the SEC on December 30, 2020).

Specimen Stock Certificate (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Registration Rights Agreement, dated March 27, 2022, by and among the Company and Draper Triangle Ventures III, LP, in its capacity as the agent for and on behalf of the shareholders of RE2 (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 29, 2022).

Description of Company’s Securities.

Letter Agreement between Rotor, Rotor Sponsor LLC, and Riverview LLC (incorporated by reference to the Company’s Form 8-K filed with the SEC on January 20, 2021).

Form of Letter Agreement between the Company, Rotor Sponsor LLC and Black Rock Funds (incorporated by reference to the Company’s Form 8-K filed with the SEC on January 20, 2021).

Letter Agreement between Rotor, Rotor Sponsor LLC, and Riverview LLC (incorporated by reference to the Company’s Form 8-K filed January 20, 2021).

Form of Letter Agreement between the Company, Rotor Sponsor LLC and Black Rock Funds (incorporated by reference to the Company’s Form 8-K filed on January 20, 2021).

Form of Subscription Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).

1 unchanged sentence

Form of Lock-up Agreement, by and among the Company, Sarcos, and certain stockholders of Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).

Form of Lock-up Agreement with RE2 employee securityholders (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 29, 2022).

Form of Waiver Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).

Form of Registration Rights Agreement, by and among the Company, Rotor Sponsor LLC, and certain stockholders of Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).

Registration Rights Agreement, dated January 14, 2021, by and among the Company, Rotor Sponsor LLC, and certain stockholders of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 20, 2021).

Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan, forms of agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

1 unchanged sentence

Sarcos Technology and Robotics Corporation Outside Director Compensation Policy (incorporated by reference to the Company’s registration statement on Form S-1 filed with the SEC on October 15, 2021).

Amended and Restated Employment Agreement by and between the Company and Benjamin G.

Wolff, effective as of December 31, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 9, 2021).

Employment Agreement by and between the Company and Steven Hansen, effective as of September 24, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Employment Agreement by and between the Company and Marian Joh, effective as of September 24, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Employment Agreement by and between the Company and Kristi Martindale, effective as of September 24, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Employment Agreement by and between the Company and Dr.

Fraser Smith, effective as of September 24, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

Employment Agreement by and between the Company and Kiva Allgood, effective as of December 13, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 9, 2021).

Promotion Agreement, dated February 24, 2022, between Denis Garagic and the Company, effective as of January 29, 2022 (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 11, 2022).

Employment Agreement, dated March 27, 2022, between Jorgen Pedersen, Sarcos Corp.

and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 27, 2022.)

Noncompetition and Nonsolicitation Agreement, dated March 27, 2022, between Jorgen Pedersen and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 27, 2022).

Redemption Rights Agreement, dated April 25, 2022, between Jorgen Pedersen and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 27, 2022).

Employment Agreement, dated October 9, 2022, among Andrew Hamer, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 11, 2022).

Form of Indemnification Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).

1 unchanged sentence

Letter Regarding Change in Certifying Accountant (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 12, 2021)

List of Subsidiaries (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on October 15, 2021).

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm

24 unchanged sentences

March 16, 2023

/s/ Steven Hansen

Steven Hansen

/s/ Andrew Hamer

Chief Financial Officer ( Principal Financial and Accounting Officer )

1 unchanged sentence

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kiva A.

Allgood and Steven Hansen, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Allgood and Andrew Hamer, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

2 unchanged sentences

( Principal Executive Officer )

/s/ Steven Hansen

/s/ Andrew Hamer

Chief Financial Officer

March 16, 2023

Steven Hansen

( Principal Financial and Accounting Officer )

/s/ Benjamin G.

Executive Chairman, Director

/s/ Dennis Weibling

Chairman of the Board

March 16, 2023

Dennis Weibling

/s/ Priya Balasubramaniam

9 unchanged sentences

March 16, 2023

/s/ Dennis Weibling

/s/ Benjamin G.

March 16, 2023

Dennis Weibling

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures