REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2019, is made and entered into by and among Trine Acquisition Corp., a Delaware corporation (the “Company”), Trine Sponsor IH LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Trine Acquisition Corp.Securities Subscription Agreement • December 13th, 2018 • Trine Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 17, 2018 by and between Trine Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Trine Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2019 • Trine Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2019, by and between Trine Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
DESKTOP METAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2020 • Trine Acquisition Corp. • Computer peripheral equipment, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 202 between Desktop Metal, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
March 14, 2019Underwriting Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Trine Acquisition Corp., a Delaware corporation (the “Company”), and BTIG, LLC and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,015,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant t
Desktop Metal, Inc. Shares of Class A Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • February 14th, 2024 • Desktop Metal, Inc. • Special industry machinery, nec • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 14, 2019, by and between Trine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2019 • Trine Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2019, by and between Trine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 8th, 2019 • Trine Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2019, is by and between Trine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Underwriting Agreement between Trine Acquisition Corp. and BTIG, LLC Cantor Fitzgerald & Co. Dated: March 14, 2019Underwriting Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York
The undersigned, Trine Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG”) and Cantor Fitzgerald & Co. (together with BTIG, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Desktop Metal, Inc. and U.S. Bank TRUST COMPANY, National Association as Trustee INDENTURE Dated as of May 13, 2022 6.0% Convertible Senior Notes due 2027Indenture • May 13th, 2022 • Desktop Metal, Inc. • Special industry machinery, nec • New York
INDENTURE, dated as of May 13, 2022, between Desktop Metal, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among NANO DIMENSION LTD., NANO US I, INC., and DESKTOP METAL, INC. Dated as of July 2, 2024Merger Agreement • July 3rd, 2024 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of July 2, 2024, by and among Desktop Metal, Inc., a Delaware corporation (the “Company”), Nano Dimension Ltd., an Israeli company (“Parent”), and Nano US I, 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.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 14, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Trine Acquisition Corp., a Delaware corporation (the “Company”), and Trine Sponsor IH, LLC, a Delaware limited liability company (the “Purchaser”).
Desktop Metal, Inc. Incentive Stock Option Agreement Granted Under 2015 Stock Incentive PlanIncentive Stock Option Agreement • October 15th, 2020 • Trine Acquisition Corp. • Computer peripheral equipment, nec
WARRANT AGREEMENTWarrant Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 14, 2019, is by and between Trine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
DESKTOP METAL, INC. Restricted Stock AgreementRestricted Stock Agreement • October 15th, 2020 • Trine Acquisition Corp. • Computer peripheral equipment, nec • Delaware
AGREEMENT made this 18th day of September, 2015, between Desktop Metal, Inc., a Delaware corporation (the “Company”), and Ric Fulop (the “Founder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 26th, 2023 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
This Voting and Support Agreement, dated as of May 25, 2023 (this “Agreement”), is by and between Stratasys Ltd., an Israeli company (“Sun”), and the undersigned stockholder (the “Stockholder”) of Desktop Metal, Inc., a Delaware corporation (the “Ironman”). Capitalized terms used herein but not defined shall have the meanings specified in the Merger Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 15th, 2020 • Trine Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [·] day of [·], 2020, by and among Trine Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among DESKTOP METAL, INC., TEXAS MERGER SUB I, INC., TEXAS MERGER SUB II, LLC and THE EXONE COMPANY Dated as of August 11, 2021Merger Agreement • August 12th, 2021 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 11, 2021 (this “Agreement”), is by and among DESKTOP METAL, INC., a Delaware corporation (“Parent”), Texas Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Texas Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and THE EXONE COMPANY, a Delaware corporation (the “Company”). An index of defined terms is provided in Annex I attached hereto.
AGREEMENT AND PLAN OF MERGER dated as of August 26, 2020 by and among TRINE ACQUISITION CORP., SPARROW MERGER SUB, INC., and DESKTOP METAL, INC.Merger Agreement • August 26th, 2020 • Trine Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 26, 2020, is entered into by and among Trine Acquisition Corp., a Delaware corporation (“Acquiror”), Sparrow Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Desktop Metal, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
Desktop Metal, Inc. and Continental Stock Transfer & Trust Company as Rights Agent Rights Agreement Dated as of May 26, 2023 RIGHTS AGREEMENTRights Agreement • May 30th, 2023 • Desktop Metal, Inc. • Special industry machinery, nec • New York
The Agreement provides that neither Sun or Merger Sub, or any of their respective affiliates or associates, either individually or collectively, shall be deemed to be an “Acquiring Person” as a result of (i) the approval, adoption, execution, delivery and, if applicable, any amendment, of the Merger Agreement or the voting agreements contemplated thereby, (ii) the acquisition or the right to acquire beneficial ownership of the common stock of the Company as a result of execution of the Merger Agreement, (iii) the execution of and entry into the voting agreements contemplated by the Merger Agreement by the parties thereto, or (iv) the public announcement and consummation of the Merger (as defined in the Merger Agreement) or the other transactions contemplated by the Merger Agreement or the voting agreements contemplated thereby. Further, the Agreement provides that none of the execution, delivery or performance of the Merger Agreement or the voting agreements contemplated thereby, or th
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 12th, 2021 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
This VOTING AND Support Agreement, dated as of August 11, 2021 (this “Agreement”), is made and entered into by and among Desktop Metal, Inc., a Delaware corporation (“Parent”), Texas Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Texas Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub II”), and the undersigned stockholder of the Company (as defined below) (the “Stockholder” and, together with Parent, Merger Sub I and Merger Sub II, the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2021 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2020, is made and entered into by and among:
TRINE ACQUISITION CORP.Administrative Support Agreement • March 20th, 2019 • Trine Acquisition Corp. • Blank checks • New York
This letter agreement by and between Trine Acquisition Corp. (the “Company”) and Robin Trine Holdings LLC (“RTH LLC”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Desktop Metal, Inc. NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 15th, 2024 • Desktop Metal, Inc. • Special industry machinery, nec • Massachusetts
This Agreement is made between Desktop Metal, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and FULL NAME (the “Employee”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • May 10th, 2022 • Desktop Metal, Inc. • Special industry machinery, nec • Massachusetts
This Transition and Separation Agreement (the “Agreement”) is made as of February 2, 2022, by and between Ilya Mirman set forth in this Agreement, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer Letter (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 3rd, 2024 • Desktop Metal, Inc. • Special industry machinery, nec • 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).
AGREEMENT AND PLAN OF MERGER dated as of August 26, 2020 by and among TRINE ACQUISITION CORP., SPARROW MERGER SUB, INC., and DESKTOP METAL, INC.Merger Agreement • March 15th, 2021 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
This Agreement and Plan of Merger (this "Agreement"), dated as of August 26, 2020, is entered into by and among Trine Acquisition Corp., a Delaware corporation ("Acquiror"), Sparrow Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Desktop Metal, Inc., a Delaware corporation (the "Company"). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
LEASE AGREEMENT FOR COMMERCIAL SPACESLease Agreement • May 10th, 2022 • Desktop Metal, Inc. • Special industry machinery, nec
On today’s date, Landlord has entered into a notarized Property Sales Contract with ExOne Property GmbH, Daimlerstr. 22, 86368 Gersthofen, and with Tenant. The Property Sales Contract pertains to the acquisition of the leased premises detailed in §1. Transfer of possession, use, and encumbrances on the leased premises to Landlord shall take place on 12/31/2019 at midnight.
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • September 15th, 2020 • Trine Acquisition Corp. • Blank checks • Delaware
This Confidentiality and Lockup Agreement is dated as of August 26, 2020 and is between Trine Acquisition Corp., a Delaware corporation (“Trine”), and each of the stockholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders Agreement (as defined below).
August 26, 2020Sponsor Agreement • September 15th, 2020 • Trine Acquisition Corp. • Blank checks • New York
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that Agreement and Plan of Merger, dated as of the date hereof, by and among Trine Acquisition Corp., a Delaware corporation (the “Acquiror”), Desktop Metal, Inc., a Delaware corporation (the “Company”), and the other parties thereto (the “Merger Agreement”) and the other transactions relating thereto (the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated March 14, 2019, from, Trine Sponsor IH, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of the Acquiror’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), to the Acquiror (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 6 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in
NORTHWEST PARK OFFICE LEASE BY AND BETWEEN NWP BUILDING 20 LLC (AS LANDLORD) AND DESKTOP METAL OPERATING, INC. (AS TENANT) FOR PREMISES AT BURLINGTON, MASSACHUSETTSOffice Lease • March 15th, 2022 • Desktop Metal, Inc. • Special industry machinery, nec • Massachusetts
DESKTOP METAL, INC. AMENDMENT TO STOCK OPTION AGREEMENTSStock Option Agreement • November 2nd, 2020 • Trine Acquisition Corp. • Computer peripheral equipment, nec
This Amendment to Stock Option Agreements (the “Amendment”) is made as of September 28, 2020 (the “Effective Date”) by and between Elizabeth Linardos (“Optionee”) and Desktop Metal, Inc. (the “Company”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 15th, 2021 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made and entered into as of September 11, 2020, by and among Trine Acquisition Corp., a Delaware corporation("Acquiror"), Sparrow Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Desktop Metal, Inc., a Delaware corporation (the "Company"). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
PURCHASE AGREEMENT AND PLAN OF MERGER by and among DESKTOP METAL, INC., a Delaware corporation, EnvisionTEC Merger Sub, Inc., a Delaware corporation, EnvisionTEC US LLC, a Delaware limited liability company, ENVISIONTEC, INC., a Michigan corporation,...Purchase Agreement • January 15th, 2021 • Desktop Metal, Inc. • Special industry machinery, nec • Delaware
