Proto Labs Inc Sample Contracts

—] Shares PROTO LABS, INC. Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2012 • Proto Labs Inc • Fabricated structural metal products • New York
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SEVERANCE AGREEMENT
Severance Agreement • June 6th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

This Severance Agreement (the “Agreement”) is entered into as of ________ (the “Effective Date”) by and between Proto Labs, Inc., a Minnesota corporation (the “Company”), and ______________ (“Executive”), an individual residing in ___________.

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—] Shares PROTO LABS, INC. Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • New York
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PROTO LABS, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 4th, 2021 • Proto Labs Inc • Fabricated structural metal products • Minnesota

This Executive Employment Agreement (the “Agreement”) is entered into as of January 29, 2021 (the “Effective Date”) by and between Proto Labs, Inc., a Minnesota corporation (the “Company”), and Robert Bodor (“Executive”).

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PROTO LABS, INC. Employee Incentive Stock Option Agreement
Employee Incentive Stock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PROTO LABS, INC. Director Non-Statutory Stock Option Agreement
Director Non-Statutory Stock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PROTO LABS, INC.
u.k. Employee Non-Statutory Stock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PROTO LABS, INC. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Stock Unit Award on the terms shown in the table below. The terms and conditions of this Stock Unit Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Stock Unit Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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Proto Labs, Inc. Non-Statutory Stock Option Agreement
Non-Statutory Stock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

This is a Non-Statutory Stock Option Agreement (“Agreement”) between Proto Labs, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the Date of Grant specified above.

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PROTO LABS, INC. Employee Non-Statutory Stock Option Agreement
Employee Non-Statutory Stock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PROTO LABS, INC. Deferred Stock Unit Agreement
Deferred Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

This Deferred Stock Unit Agreement (the “Agreement”) is made and entered into as of the grant date indicated below (the “Grant Date”), by and between Proto Labs, Inc. (the “Company”), and you, the participant whose name appears below. The Agreement consists of this cover page and the Deferred Stock Unit Terms and Conditions on the following pages.

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AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 26th, 2011 • Proto Labs Inc • Fabricated structural metal products • Minnesota

THIS AMENDED AND RESTATED CREDIT AGREEMENT, together with all exhibits and schedules attached hereto and hereby made a part hereof (this “Agreement”) is entered into as of September 30, 2011, by and between PROTO LABS, INC., a Minnesota corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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PROTO LABS, INC. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Stock Unit Award on the terms shown in the table below. The terms and conditions of this Stock Unit Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Stock Unit Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PROTO LABS, INC. Performance Stock Unit Agreement
Performance Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, an award of Performance Stock Unit (the “Units”). The terms and conditions of this Performance Stock Unit Award (this “Award”) are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PROTO LABS, INC. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Stock Unit Award on the terms shown in the table below. The terms and conditions of this Stock Unit Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Stock Unit Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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Proto Labs, Inc. Non-Statutory Stock Option Agreement
Non-Statutory Stock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

This is a Non-Statutory Stock Option Agreement (“Agreement”) between Proto Labs, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the Date of Grant specified above.

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The ProtoMold Company, INC. Non-Statutory Stock Option Agreement (Employee)
Non-Statutory Stock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

This is a Non-Statutory Stock Option Agreement (“Agreement”) between The ProtoMold Company, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.

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PROTO LABS, INC. AMENDED AND RESTATED Deferred Stock Unit Agreement Grant Notice (Non-Employee Director)
Deferred Stock Unit Agreement • August 2nd, 2024 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its Amended and Restated 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, the number of Deferred Stock Units (the “Units”) shown in the table below. This award of Units (the “Award”) is subject to the terms and conditions set forth in this Grant Notice and the Terms and Conditions on the following pages (together, the “Agreement”) and in the Plan document, which is incorporated herein by reference. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 1st day of August, 2008, by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.

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THE PROTOMOLD COMPANY, INC. STOCK SUBSCRIPTION WARRANT
Stock Subscription Warrant • February 23rd, 2012 • Proto Labs Inc • Fabricated structural metal products • Minnesota

THIS CERTIFIES that, for value received, John Tumelty, an individual residing at Hobland House, High Street, East Ilsley, Berkshire England RG207LE (the “Recipient”) or permitted assigns (the Recipient and his permitted assigns, each a “Holder”), shall be entitled to subscribe for and purchase from THE PROTOMOLD COMPANY, INC., a Minnesota corporation (the “Company”), up to 15,000 shares (the “Warrant Shares”) of Common Stock, $.001 par value per share, of the Company (the “Common Stock”), at the Exercise Price (as defined in Section 2 hereof), during the Exercise Period (as defined in Section 1 hereof), pursuant to the terms and subject to the conditions hereof.

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AMENDMENT
Investors’ Rights Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products

This Amendment (this “Amendment”), dated as of February 10, 2012, amends and modifies the (i) Amended and Restated Investors’ Rights Agreement, dated July 19, 2011 (the “IRA”), by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), and each investor that is party thereto, (ii) Voting Agreement, dated August 1, 2008 and amended May 31, 2011 (the “Voting Agreement”), by and among the Company and each investor (a “Voting Investor”) and key holder (a “Voting Key Holder”) that is party thereto, (iii) Right of First Refusal and Co-Sale Agreement, dated August 1, 2008 (the “ROFR and Co-Sale Agreement”), by and among the Company and each investor (a “ROFR Investor”) and key holder (a “ROFR Key Holder”) that is party thereto.

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SEVERANCE AGREEMENT
Severance Agreement • May 8th, 2013 • Proto Labs Inc • Fabricated structural metal products • England and Wales

This SEVERANCE AGREEMENT (the “Agreement”) is entered into as of March 15, 2013 (the “Effective Date”) by and between PROTO LABS LIMITED, a company registered in England and Wales with company number 05366160 (the “Company”), and JOHN TUMELTY (“Executive”), an individual residing in England, UK.

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AMENDMENT NO. 1 TO VOTING AGREEMENT
Voting Agreement • July 25th, 2011 • Proto Labs Inc

This Amendment No. 1 to Voting Agreement, dated as of May 31, 2011 (this “Amendment”), amends that certain Voting Agreement dated as of August 1, 2008 (the “Agreement”), by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), and the Investors and Shareholders party thereto.

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CONSULTING AGREEMENT
Consulting Agreement • February 4th, 2021 • Proto Labs Inc • Fabricated structural metal products • Minnesota

This Consulting Agreement (this “Agreement”) is made and entered into by and between Proto Labs, Inc., a Minnesota corporation (the “Company”), and Victoria M. Holt, a resident of the State of Minnesota (the “Consultant”), effective as of February 4, 2021 (the “Effective Date”).

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AGREEMENT AND PLAN OF MERGER by and among 3D HUBS, INC., PROTO LABS, INC., LITHIUM MERGER SUB I, INC., LITHIUM MERGER SUB II, INC., and Shareholder Representative Services LLC, solely in its capacity as the Securityholder Representative January 18, 2021
Merger Agreement • January 19th, 2021 • Proto Labs Inc • Fabricated structural metal products • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 18, 2020, is made by and among 3D Hubs, Inc., a Delaware corporation (the “Company”), Proto Labs, Inc., a Minnesota corporation (the “Parent”), Lithium Merger Sub I, Inc., a Delaware corporation and wholly owned Subsidiary of the Parent (the “Merger Sub I”), Lithium Merger Sub II, Inc., a Delaware corporation and wholly owned Subsidiary of the Parent (the “Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact for the Securityholders (the “Securityholder Representative”). The Parent, the Merger Subs and the Company, and, solely in its capacity as and solely to the extent applicable, the Securityholder Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwis

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MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG PROTO LABS, INC. THE RAPID MANUFACTURING GROUP LLC and THE MEMBERS OF THE RAPID MANUFACTURING GROUP LLC November 16, 2017
Membership Interest Purchase Agreement • November 21st, 2017 • Proto Labs Inc • Fabricated structural metal products • Delaware

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of November 16, 2017, by and among Proto Labs, Inc., a Minnesota corporation (“Purchaser”), The Rapid Manufacturing Group LLC, a New Hampshire limited liability company (the “Company”), each Person listed on Schedule I attached hereto under the heading “Members” (each such Person individually, a “Member” and, collectively, the “Members”), and James L. Jacobs, II, as the Member Representative (as defined below).

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PROTO LABS, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1st day of June, 2011 (the “Effective Date”) by and between PROTO LABS, INC., a Delaware corporation (the “Company”), and JOHN R. JUDD (“Executive”), an individual residing in the State of Minnesota.

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VOTING AGREEMENT
Voting Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of August, 2008, by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $.001 par value per share (“Series A Preferred Stock”), listed on Schedule A (together with any subsequent investors, or any transferees, who become parties hereto as “Investors” pursuant to Sections 5.1(a) or 5.2 below, the “Investors”) and those certain shareholders of the Company listed on Schedule B (together with any subsequent shareholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 5.1(b) or 5.2 below, the “Key Holders,” and together collectively with the Investors, the “Shareholders”).

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The ProtoMold Company, Inc. Incentive Stock Option Agreement
Incentive Stock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

This is an Incentive Stock Option Agreement (“Agreement”) between The ProtoMold Company, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.

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PROTO LABS, INC. Restricted Stock Agreement
Restricted Stock Agreement • February 6th, 2014 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Restricted Stock Award on the terms shown in the table below. The terms and conditions of this Restricted Stock Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Restricted Stock Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 14th, 2019 • Proto Labs Inc • Fabricated structural metal products • Minnesota

This Transition and Separation Agreement (“Agreement”) is entered into by and between David Fein (“Employee”) and Proto Labs, Inc. (the “Company”), effective as of May 8, 2019 (the “Effective Date”).

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PROTO LABS, INC. AMENDED AND RESTATED Restricted Stock Unit Agreement Grant Notice (Non-Employee Director)
Restricted Stock Unit Agreement • August 2nd, 2024 • Proto Labs Inc • Fabricated structural metal products • Minnesota

Proto Labs, Inc. (the “Company”), pursuant to its Amended and Restated 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, the number of Restricted Stock Units (the “Units”) shown in the table below. This award of Units (the “Award”) is subject to the terms and conditions set forth in this Grant Notice and the Terms and Conditions on the following pages (together, the “Agreement”) and in the Plan document, which is incorporated herein by reference. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 19th day of July, 2011, by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and amends and restates that certain Investors’ Rights Agreement (the “Predecessor Agreement”), dated as of August 1, 2008, by and among the Company, North Bridge Growth Equity I, L.P., a Delaware limited partnership (“North Bridge”) and Protomold Investment Company, LLC, a Minnesota limited liability company (“PIC”).

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CREDIT AGREEMENT
Credit Agreement • December 1st, 2017 • Proto Labs Inc • Fabricated structural metal products • Minnesota

THIS CREDIT AGREEMENT, together with all exhibits and schedules attached hereto and hereby made a part hereof (“Agreement”), is made as of November 27, 2017, by and among PROTO LABS, INC., a Minnesota corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).

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MANAGEMENT RIGHTS AGREEMENT
Management Rights Agreement • July 25th, 2011 • Proto Labs Inc

Proto Labs, Inc., a Minnesota corporation (the “Company”) hereby acknowledges and agrees that North Bridge Growth Equity I, L.P., a Delaware limited partnership (the “Fund”), by reason of its purchase of shares of Series A Preferred Stock, par value $.001 per share, of the Company and as long as it continues to own any such shares, directly and individually has the right to exercise solely on its own behalf the management rights set forth herein. Subject to the limitations and obligations set forth in Section 3 of that certain Investors’ Rights Agreement, dated as of August 1, 2008, by and among the Company, the Fund and Protomold Investment Company, LLC (but not any requirement the Fund and its affiliates hold any specified amount of the Company’s securities) , the Company hereby agrees that each Fund separately has the following management rights:

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