MATERIALISE NV AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Form of Deposit Agreement Dated as of , 2014Deposit Agreement • June 23rd, 2014 • Materialise Nv • Services-prepackaged software • New York
DEPOSIT AGREEMENT dated as of , 2014, among MATERIALISE NV, a company incorporated under the laws of Belgium (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Materialise NV Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, with no nominal value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2018 • Materialise Nv • Services-prepackaged software • New York
Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (“Belgium”) and registered with the Register of Legal Entities of Leuven under the number VAT BE 0441.131.254 (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 3,000,000 ordinary shares, with no nominal value, of the Company (the “Ordinary Shares”) to be delivered in the form of American Depositary Shares (“ADSs”), as set forth on Schedule I hereto (the “Firm ADSs”). The Ordinary Shares issued and sold by the Company under this Agreement are hereinafter referred to as the “Firm Shares.” The Company has also granted to the several Underwriters an option to purchase up to 450,000 additional Ordinary Shares on the terms and for the purposes set forth in Section 2(b) hereof (the “Option Shares”) to be delivered
MATERIALISE NVStock Warrant Plan • April 2nd, 2014 • Materialise Nv • Services-prepackaged software
SHARE AND LOAN PURCHASE AND TRANSFER AGREEMENT Regarding Shares and Shareholder Loans in ACTech Holding GmbH Between PREMIUM Investment l GmbH & Co. KG CornerstoneCapital ll AG & Co. KG and Materialise GmbH and Materialise N.V. [***]: CONFIDENTIAL...Share and Loan Purchase and Transfer Agreement • April 30th, 2018 • Materialise Nv • Services-prepackaged software
WARRANT AGREEMENTWarrant Agreement • July 3rd, 2014 • Materialise Nv • Services-prepackaged software
Letter Agreement Regarding Share Issuance and Registration RightsLetter Agreement Regarding Share Issuance and Registration Rights • January 4th, 2021 • Materialise Nv • Services-prepackaged software • New York
Letter Agreement, dated as of December 31, 2020 (this “Agreement”), among Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (the “Company”), Wilfried Vancraen (“Mr. Vancraen”) and Hilde Ingelaere (“Ms. Ingelaere” and, together with Mr. Vancraen, the “Holders”).
THIS AGREEMENT is made on the date mentioned below BETWEEN: (together the “Indemnifying Parties” and each individually an “Indemnifying Party”); AND AND Each also referred to separately as a “Party” and jointly as the “Parties”. WHEREAS:Indemnification Agreement • January 4th, 2021 • Materialise Nv • Services-prepackaged software
Materialise NV Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, with no nominal value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2014 • Materialise Nv • Services-prepackaged software • New York
Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (“Belgium”) and registered with the Register of Legal Entities of Leuven under the number VAT BE 0441.131.254 (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) [—] ordinary shares, with no nominal value, of the Company (the “Ordinary Shares”). The Ordinary Shares issued and sold by the Company under this Agreement are hereinafter referred to as the “Firm Shares.”
SHAREHOLDERS’ AGREEMENT with respect to MATERIALISE NV between Mr Wilfried Vancraen Mrs Hilde Ingelaere Ailanthus NV and Sniper Investments NV the FPPI Investors together, the “Parties” October 26, 2012Shareholders Agreement • April 23rd, 2014 • Materialise Nv • Services-prepackaged software
Hereinafter referred to as the “the Founders” or, in their capacity as holder of Class A Shares, “Class A Shareholders” as defined hereafter;
Materialise NV Registered Ordinary Shares in the form of American Depositary Shares (each representing one Ordinary Share, with no nominal value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • Materialise Nv • Services-prepackaged software • New York
Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (“Belgium”) and registered with the Register of Legal Entities of Leuven under the number VAT BE 0441.131.254 (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 4,000,000 ordinary shares, with no nominal value, of the Company (the “Ordinary Shares”) to be delivered in the form of American Depositary Shares (“ADSs”), as set forth on Schedule I hereto (the “Firm ADSs”). The Ordinary Shares issued and sold by the Company under this Agreement are hereinafter referred to as the “Firm Shares.” The Company has also granted to the several Underwriters an option to purchase up to 600,000 additional Ordinary Shares on the terms and for the purposes set forth in Section 2(b) hereof (the “Option Shares”) to be delivered
WARRANT AGREEMENTWarrant Agreement • July 8th, 2016 • Materialise Nv • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENT Dated as of September 15, 2016Registration Rights Agreement • September 15th, 2016 • Materialise Nv • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT, dated as of September 15, 2016 (this “Agreement”), among Materialise NV, a limited liability company (naamloze vennootschap) organized and existing under the laws of the Kingdom of Belgium (the “Company”), and the holders of Ordinary Shares, Warrants and/or Convertible Bonds that are Party to this Agreement.
