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Xometry, Inc. Sample Contracts

XOMETRY, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 4, 2022 1.00% Convertible Senior Notes due 2027
Indenture • February 4th, 2022 • Xometry, Inc. • Services-business services, nec • New York

INDENTURE dated as of February 4, 2022 between XOMETRY, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Standard Contracts

Xometry, Inc. Class A Common Stock Underwriting Agreement
Underwriting Agreement • June 25th, 2021 • Xometry, Inc. • Services-business services, nec • New York

Xometry, Inc. a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A common stock, par value $0.000001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

XOMETRY, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 21st, 2021 • Xometry, Inc. • Services-business services, nec • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________________, 20__ and is between Xometry, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2021 • Xometry, Inc. • Services-business services, nec • Maryland

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of, and contingent upon, the closing of the Company’s initial public offering (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and James Rallo (“Executive”). This Agreement amends, restates, and supersedes in its entirety the Executive Employment Agreement between the Company and Executive that was effective April 13, 2020 (the “Prior Agreement”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2024 • Xometry, Inc. • Services-business services, nec • Maryland

This Amended And Restated Employment Agreement (the “Agreement”), is entered into effective as of May 13, 2024 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Matthew Leibel (“Executive”). This Agreement amends, restates, and supersedes in its entirety any agreement between the Company and Executive that existed with regard to the employment terms detailed below.

EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2024 • Xometry, Inc. • Services-business services, nec • California

This Employment Agreement (the “Agreement”), is entered into effective as of December 14, 2023 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and James Miln (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2025 • Xometry, Inc. • Services-business services, nec • Maryland

This Employment Agreement (the “Agreement”), is entered into effective as of January 21, 2025 (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and Vaidyanathan Raghavan (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 4th, 2021 • Xometry, Inc. • Services-business services, nec • Maryland

This EMPLOYMENT AGREEMENT (the “Agreement”) by and between James Rallo (the “Executive”) and Xometry, Inc. (the “Company”) is effective as of April 13, 2020 (the “Effective Date”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2024 • Xometry, Inc. • Services-business services, nec

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of June 14, 2024, (the “Effective Date”) by and between Xometry, Inc. (the “Company”), and Peter Goguen (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

EXCHANGE AGREEMENT
Exchange Agreement • June 21st, 2021 • Xometry, Inc. • Services-business services, nec • Delaware

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of , 2021 by and among Xometry, Inc., a Delaware corporation (the “Company”), and stockholders of the Company listed on Exhibit A hereto (collectively, “Exchange Stockholders”).

SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 14th, 2021 • Xometry, Inc. • Services-business services, nec • Delaware

THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of July 20, 2020, by and among Xometry, Inc., a Delaware 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,” that is or becomes a party to this Agreement in accordance with Section 6.9 hereof.

NEXTLINE MANUFACTURING CORP. STOCK OPTION AGREEMENT Granted Under the
Stock Option Agreement • June 21st, 2021 • Xometry, Inc. • Services-business services, nec • Delaware

Unless otherwise defined herein, each capitalized term used in this Stock Option Agreement shall have the meaning given such term in the NextLine Manufacturing Corp. 2014 Stock Option Plan (the “Plan”).