UNDERWRITING AGREEMENT betweenUnderwriting Agreement • April 10th, 2020 • Nano Dimension Ltd. • Printed circuit boards • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
UNDERWRITING AGREEMENT between NANO DIMENSION LTD. and as Underwriter NANO DIMENSION LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • January 30th, 2019 • Nano Dimension Ltd. • Printed circuit boards • New York
The undersigned, Nano Dimension Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Nano Dimension Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES NANO DIMENSION LTD.Warrant Agreement • February 8th, 2021 • Nano Dimension Ltd. • Printed circuit boards • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, YEDNE LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is the earlier of: (i) twelve (12) months following the Issue Date hereof in accordance with the vesting schedule set forth on Exhibit A attached hereto, or (ii) immediately upon the occurrence of a Fundamental Transaction (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on September 6, 2027 (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “Company”), up to 1,500,000 Ordinary Shares, par value 5.00 NIS per share
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 26th, 2024 • Nano Dimension Ltd. • Printed circuit boards • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of September 25, 2024, by and among Markforged Holding Corporation, a Delaware corporation (the “Company”), Nano Dimension Ltd., an Israeli company (“Parent”), and Nano US II, Inc., a Delaware corporation (“Merger Sub” and together with the Company and Parent, the “parties”), which Merger Sub is a direct, wholly owned subsidiary of Nano Dimension USA Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Nano USA”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in Section 9.2.
EXHIBIT A Form of Securities Purchase AgreementSecurities Purchase Agreement • May 20th, 2020 • Nano Dimension Ltd. • Printed circuit boards • New York
This Securities Purchase Agreement (this” Agreement”) is dated as of May 20, 2020, between Nano Dimension Ltd., a company organized under the laws of Israel (the” Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENT January 13, 2021Placement Agency Agreement • January 15th, 2021 • Nano Dimension Ltd. • Printed circuit boards • New York
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity, a division of Fordham Financial Management, Inc., (“ThinkEquity” or the “Placement Agent”) shall be engaged by Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “Company”), to act as the exclusive Placement Agent in connection with the registered direct offering (hereinafter referred to as the “Offering”) of American Depositary Shares (“ADS”), each ADS representing one (1) ordinary share, par value NIS 5.00 per share (the “Ordinary Shares” and, together with the ADSs, the “Public Securities”), of the Company deposited with the Depositary (as defined below), as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement to be entered into in connection with the Offering, in the form of Exhibit A (collectively, the “Securities Purchase Agreement”)
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • April 22nd, 2020 • Nano Dimension Ltd. • Printed circuit boards • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES NANO DIMENSION LTD.Pre-Funded Warrant Agreement • April 20th, 2020 • Nano Dimension Ltd. • Printed circuit boards • New York
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Nano Dimension Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares, no par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____________ American Depositary Share (“ADSs”), each 50 Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2019 • Nano Dimension Ltd. • Printed circuit boards
This Agreement is being entered into pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Buyer (the “Purchase Agreement”).
Form of Indemnification AgreementIndemnification Agreement • March 21st, 2024 • Nano Dimension Ltd. • Printed circuit boards
This Indemnification Agreement (this “Agreement”) is made as of ___________, 2016, by and between Nano Dimension Ltd., a company organized and existing under the laws of Israel (the “Company”) and ____________ I.D. No / Passport No ____________ (“Indemnitee”).
EXHIBIT B Form of Placement Agent’s Warrant AgreementPlacement Agent’s Warrant Agreement • May 20th, 2020 • Nano Dimension Ltd. • Printed circuit boards
THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date of the Placement Agency Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nano Dimension, a company organized under the laws of the State of Israel (the “Company”), up to [●] American Depositary Shares (“ADSs”), each ADS representing fifty ordinary shares, par value NIS 0.1 per share (the “Ordinary Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Sec
PLACEMENT AGENCY AGREEMENT February 15, 2021Placement Agency Agreement • February 16th, 2021 • Nano Dimension Ltd. • Printed circuit boards • New York
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity, a division of Fordham Financial Management, Inc., (“ThinkEquity” or the “Placement Agent”) shall be engaged by Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “Company”), to act as the exclusive Placement Agent in connection with the registered direct offering (hereinafter referred to as the “Offering”) of American Depositary Shares (“ADS”), each ADS representing one (1) ordinary share, par value NIS 5.00 per share (the “Ordinary Shares” and, together with the ADSs, the “Public Securities”), of the Company deposited with the Depositary (as defined below), as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement to be entered into in connection with the Offering, in the form of Exhibit A (collectively, the “Securities Purchase Agreement”)
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • October 20th, 2015 • Nano Dimension Ltd.
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 13th day of October, 2015, by and among (i) Nano Dimension Technologies Ltd., a company incorporated under the laws of the State of Israel, with main office at Ilan Ramon 2, Park HaMada, Ness Ziona, Israel (the "Subsidiary"); and (ii) Nano Dimension Ltd., a company incorporated under the laws of the State of Israel, with main office at Ilan Ramon 2, Park HaMada, Ness Ziona, Israel (the "Parent Company"); (the Subsidiary and the Parent Company shall be referred to collectively as the "Company") and Mr. Simon Fried I.D no. 303447049, residing at 29HaRav Amiel, Tel Aviv, Israel (the “Manager”).
NANO DIMENSION LTD. and THE BANK OF NEW YORK MELLON Rights Agreement Dated as of January 25, 2024Rights Agreement • January 25th, 2024 • Nano Dimension Ltd. • Printed circuit boards • New York
This Rights Agreement (the “Agreement”), dated as of January 25, 2024, between Nano Dimension Ltd., an Israeli company (the “Company”), and The Bank of New York Mellon, as rights agent (the “Rights Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 26th, 2024 • Nano Dimension Ltd. • Printed circuit boards • Delaware
This Voting and Support Agreement, dated as of September 25, 2024 (this “Agreement”), is by and between Nano Dimension Ltd., an Israeli company (“Nano”), and the undersigned stockholders (collectively, the “Stockholder”) of Markforged Holding Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein but not defined shall have the meanings specified in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2021 • Nano Dimension Ltd. • Printed circuit boards
This Securities Purchase Agreement (this “Agreement”) is dated as of August 5, 2020, between Nano Dimension Ltd., an Israeli corporation (the “Company”), and Stern YOI Ltd. Partnership (including its successors and assigns, “YOI” or the “Purchaser”), from Carson City, Nevada 89703
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2021 • Nano Dimension Ltd. • Printed circuit boards
This Securities Purchase Agreement (this “Agreement”) is dated as of September 6, 2020, between Nano Dimension Ltd., an Israeli corporation (the “Company”), and YEDNE LLC (including its successors and assigns, the “Purchaser”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 3rd, 2024 • Nano Dimension Ltd. • Printed circuit boards • Delaware
This Voting and Support Agreement, dated as of July 2, 2024 (this “Agreement”), is by and between Nano Dimension Ltd., an Israeli company (“Nano”), and the undersigned stockholder (the “Stockholder”) of Desktop Metal, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined shall have the meanings specified in the Merger Agreement (as defined below).
Confidential portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission (the “Commission”)** AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 29th, 2016 • Nano Dimension Ltd. • Printed circuit boards
This Amended and Restated License Agreement (“Agreement”) is made in Jerusalem on this 2nd day of April 2015 (the “Effective Date”), by and between:
JOINT FILING AGREEMENTJoint Filing Agreement • July 20th, 2023 • Nano Dimension Ltd. • Printed circuit boards
The undersigned hereby agree that the Schedule 13D with respect to the ordinary shares, par value NIS 0.01 per share, of Stratasys Ltd., dated as of July 18, 2023, is, and any amendments thereto, signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Summary Translation of Share Issuance Agreement Dated July 3, 2014 (“Agreement”)Share Issuance Agreement • October 20th, 2015 • Nano Dimension Ltd.
Parties: Nano Dimension Ltd. (under its previous name Z.B.I Ltd.) (the “Company”) and Michael Ilan Management and Investment Ltd. (the “Investor”).
NANO DIMENSION LTD. _____________ AMERICAN DEPOSITORY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2016 • Nano Dimension Ltd. • Printed circuit boards • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 2019 • Nano Dimension Ltd. • Printed circuit boards • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 30, 2019, by and between NANO DIMENSION LTD, a corporation formed under the laws of the State of Israel (the “Company”), and each buyer identified in the signature pages hereto (each, a “Buyer” and collectively, the “Buyers”).
EQUITY PURCHASE AGREEMENT between LAPMASTER WOLTERS LIMITED, Nano Dimension LTd. and, solely for purposes of Sections 7.6 and 9.15, LAPMASTER GROUP HOLDINGS LLCEquity Purchase Agreement • July 8th, 2022 • Nano Dimension Ltd. • Printed circuit boards • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of July 7, 2022, is by and among Lapmaster Wolters Limited, a private limited company incorporated in England and Wales (“Seller”), Nano Dimension Ltd., an Israeli limited company (“Buyer”), and, solely for purposes of Section 9.15, Lapmaster Group Holdings LLC, an Illinois limited liability company (“Lapmaster Group Holdings”).
Summary Translation of Merger Agreement Dated May 18, 2014Merger Agreement • October 20th, 2015 • Nano Dimension Ltd.
On May 18, 2014, and as amended on July 9, 2014, Nano Dimension Ltd. (under its previous name “Z.B.I Ltd.”), a publicly traded Israeli company (the “Company”), entered into a merger agreement with Hyrax Technologies B.F. 2012 Ltd., a private Israeli Company which operates in the field of research and development of a 3D printer for printed circuit boards (“Hyrax”) and the shareholders of Hyrax (“Hyrax Shareholders”) (the “Agreement”). The main terms of the Agreement are as follows:
SHARE PURCHASE AGREEMENT Among NANO DIMENSION LTD. NANOFABRICA LTD. PERRYLLION LTD., AS HOLDER REPRESENTATIVE and THE SELLING SHAREHOLDERS Dated as of April 26, 2021Share Purchase Agreement • April 28th, 2021 • Nano Dimension Ltd. • Printed circuit boards
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of April 26, 2021 (the “Effective Date”), is entered into by and among Nano Dimension Ltd., (the “Purchaser”), Nanofabrica Ltd., an Israeli company (the “Company”), Perryllion Ltd., solely in its capacity as the representative of the Contributing Securityholders (the “Holder Representative”), and each of the Founders and holders of Company Shares identified on Schedule 1 (the “Selling Shareholders”).
Confidential SHARE PURCHASE AGREEMENT among NANO DIMENSION LTD. and THE SELLING SHAREHOLDERS LISTED ON SCHEDULE 1 HERETO Dated as of November 2, 2021Share Purchase Agreement • November 3rd, 2021 • Nano Dimension Ltd. • Printed circuit boards
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2021 (the “Effective Date”), is entered into by and among Nano Dimension Ltd., an Israeli company (“Purchaser”) and each of the Persons identified on Schedule 1 (the “Selling Shareholders”).
PERSONAL EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2015 • Nano Dimension Ltd.
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 13th day of October, 2015, by and among (i) Nano Dimension Technologies Ltd., a company incorporated under the laws of the State of Israel, with main office at 2 Ilan Ramon st., Park HaMada, Ness Ziona, Israel (the "Subsidiary"); and (ii) Nano Dimension Ltd., a company incorporated under the laws of the State of Israel, with main office at 2 Ilan Ramon, Park HaMada, Ness Ziona, Israel (the "Parent Company"); (the Subsidiary and the Parent Company shall be referred to collectively as the "Company") and Mr. Amit Dror I.D no. 038378568, residing at 4 Beeri st., Tel Aviv (the “Manager”).
VOTING AGREEMENT Made and Entered into in Ramat-Gan on the 5th of August, 2014Voting Agreement • October 20th, 2015 • Nano Dimension Ltd.
Whereas: On May 18, 2014, 1) Z.B.I. Ltd., Co. No. 520029109 (hereinafter: “the Company”, 2) Hyrax Technologies B.P. 2012 Ltd., Co. No. 514791870 (hereinafter: “Hyrax”) and 3) the Parties, entered into a private allocation agreement, as defined in the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000 (hereinafter: “the Allocation Agreement” or “the Merger Transaction”); and
Confidential SHARE PURCHASE AGREEMENT among NANO DIMENSION LTD. And And THE SELLING SHAREHOLDERS LISTED ON SCHEDULE 1 HERETO Dated as of January 4, 2021 SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 5th, 2022 • Nano Dimension Ltd. • Printed circuit boards • England and Wales
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 4, 2021, Nano Dimension Ltd, an Israeli company (“Purchaser”), and each of the Persons identified on Schedule 1 (the “Selling Shareholders” or “Sellers”).
Confidential SHARE PURCHASE AGREEMENT Among NANO DIMENSION LTD. Nano-Dimension Technologies Ltd. (a wholly owned subsidiary of Nano Dimension Ltd.) DEEPCUBE LTD. SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS HOLDER REPRESENTATIVE and THE SELLING...Share Purchase Agreement • April 26th, 2021 • Nano Dimension Ltd. • Printed circuit boards
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of April [ ], 2021 (the “Effective Date”), is entered into by and among Nano Dimension Ltd., an Israeli company (“Parent”)], Nano-Dimension Technologies Ltd., an Israeli company and a wholly owned subsidiary of Parent (“Purchaser”), DeepCube Ltd., an Israeli company (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Selling Shareholders (the “Holder Representative”), and each of the Founders and Financial Investors identified on Schedule 1 (the “Selling Shareholders”).
DATED July 11, 2022 NANO DIMENSION LTD. AND THE SELLING SHAREHOLDERS’ REPRESENTATIVE (ON BEHALF OF THE SELLING SHAREHOLDERS) AND NICHOLAS CAMPBELL GEDDES DEED OF VARIATION OF SHARE PURCHASE AGREEMENT Taylor Vinters Merlin Place Milton Road CAMBRIDGE...Deed of Variation of Share Purchase Agreement • July 14th, 2022 • Nano Dimension Ltd. • Printed circuit boards • England and Wales
NANO DIMENSION LTD. 6,000,000 AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2018 • Nano Dimension Ltd. • Printed circuit boards • New York
Nano Dimension Ltd., an Israeli company (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to National Securities Corporation and each of the other underwriters named in Schedule VI hereto, if any (each, an “Underwriter” and collectively, the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”) an aggregate of 6,000,000 fully paid shares (the “Firm Shares”) and, at the election of the Underwriters, up to 900,000 shares (the “Additional Shares” and together with the Firm Shares, the “Securities”) of the Company’s American Depositary Shares (the “Shares”) each representing 5 ordinary shares, par value NIS 0.1 per share, of the Company (the “Ordinary Shares”).
