12,000,000 Units GALILEO ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Galileo Acquisition Corp.Securities Subscription Agreement • October 2nd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of Galileo Founders Holdings L.P., a Delaware limited partnership, (the “Subscriber” or “you”) has made to subscribe for and purchase 2,875,000 of the Company’s ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms of this subscription agreement (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of October, 2019, by and among Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investors” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 11th, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of ______, 2019, by and between Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Indemnification AgreementIndemnification Agreement • October 5th, 2021 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2021 by and between Shapeways Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • October 6th, 2022 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries • New York
Shapeways Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:
SHAPEWAYS HOLDINGS, INC.and [ ], as TrusteeIndentureDated as of [ ]Debt SecuritiesIndenture • October 6th, 2022 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries
THIS INDENTURE, dated as of [ ], by and between SHAPEWAYS HOLDINGS, INC., a Delaware corporation (the “Issuer”), and [ ], as trustee (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 11th, 2019 • Galileo Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • April 30th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of April 28, 2021 by and among (i) Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Galileo Founders Holdings, L.P., a Delaware limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Fortis Advisors LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time f
WARRANT AGREEMENTWarrant Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of October 17, 2019, by and between Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 October 17, 2019Advisory Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Galileo Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-234049) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 30th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is effective as of April 28, 2021, by Gregory Kress (the “Subject Party”) in favor of and for the benefit of Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), Shapeways, Inc., a Delaware corporation (together with its successors, the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SUBSCRIPTION AGREEMENT April 28, 2021Subscription Agreement • April 30th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Galileo Acquisition Corp., a Cayman Islands exempted company (together with any successor thereto, including after the Domestication (defined below), the “Company”), and Shapeways, Inc., a Delaware corporation (“Target”), pursuant to that certain Agreement and Plan of Merger, dated as of April 28, 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s common stock (the “Common Shares”) (after giving effect to the Domestication), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). In connection therewith, the undersigned subscriber (“Subscriber”) and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 11th, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This Agreement is made as of ____, 2019 by and between Galileo Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2021 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2021, by and among (i) Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of October 17, 2019 (“Agreement”), by and among Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2021 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of September 29, 2021, and shall be effective as of the Closing (defined below), by and among (i) Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Company”), (ii) Galileo Founders Holdings, L.P, a Delaware limited partnership (the “Sponsor”) and (iii) each of the other undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to the Registration Rights Agreement (as defined below) pursuant to Section 6.2 of the Registration Rights Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
October 17, 2019Underwriting Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Galileo Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one redeemable warrant (the “Warrants”), each redeemable Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share. Certain capitalized terms used herein are defined in paragraph 14 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • October 11th, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Galileo Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-234049) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF VOTING AGREEMENTVoting Agreement • April 30th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of April 28, 2021, by and among (i) Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Shapeways, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
FORM OF TRANSACTION BONUS RSU AWARD AGREEMENT Shapeways Holdings, Inc. 2021 Equity Incentive Plan Notice of Restricted Stock Unit AwardRestricted Stock Unit Award Agreement • July 22nd, 2021 • Galileo Acquisition Corp. • Miscellaneous manufacturing industries • Delaware
You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one Common Share of Shapeways Holdings, Inc. (the “Company”), on the following terms:
PERSONAL AND CONFIDENTIAL Luca Giacometti CEO Galileo Acquisition Corp.Placement Agent Agreement • May 28th, 2021 • Galileo Acquisition Corp. • Blank checks
CONFIDENTIAL Galileo Acquisition Corp. New York, NY 10028 Attention: Alberto Recchi (CFO) Mr. Recchi:Capital Markets Advisory Agreement • May 28th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
This letter agreement (the “Agreement”) confirms the understanding and agreement between Needham & Company, LLC (“Needham & Company”) and Galileo Acquisition Corp. (the “Company”) as follows:
Amendment to Share Escrow AgreementShare Escrow Agreement • October 5th, 2021 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries
THIS AMENDMENT TO SHARE ESCROW AGREEMENT (this “Amendment”) is made and entered into as of September 29, 2021, by and among (i) Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, including without limitation after the Domestication (as defined below), the “Company”), (ii) Galileo Founders Holdings, L.P., a Delaware limited partnership (the “Sponsor”) and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Share Escrow Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This Agreement is made as of October 17, 2019 by and between Galileo Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
CAPITAL MARKETS ADVISORY AGREEMENTCapital Markets Advisory Agreement • May 28th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
The purpose of this letter (the “Agreement”) is to confirm the engagement of Craig-Hallum Capital Group LLC (“Advisor”) by Galileo Acquisition Corp. (the “Company”) to render capital markets advisory services to the Company in relation to, or in connection with, a proposed business combination (the “Transaction”) between the Company and Shapeways, Inc. (the “Target”).
Galileo Acquisition Corp.Service Agreement • October 23rd, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Galileo Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ampla Capital LLC (“Ampla Capital”) shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 1049 Park Avenue. 14A New York, NY 10028 (or any successor location). In exchange therefor, the Company shall pay Ampla Capital the sum of $3,000 pe
Galileo Acquisition Corp.Service Agreement • October 11th, 2019 • Galileo Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Galileo Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ampla Capital LLC (“Ampla Capital”) shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 1049 Park Avenue. 14A New York, NY 10028 (or any successor location). In exchange therefor, the Company shall pay Ampla Capital the sum of $3,000 pe
Memorandum of UnderstandingMemorandum of Understanding • July 22nd, 2021 • Galileo Acquisition Corp. • Miscellaneous manufacturing industries • New York
This Memorandum of Understanding (“MOU”) is entered into between Shapeways, Inc., a Delaware corporation located at 228 Park Avenue South, PMB 15839, New York, NY 10003-1502 (“Shapeways”), and Desktop Metal, Inc., a Delaware corporation, located at 63 Third Avenue, Burlington, MA 01803 (“Desktop Metal”), as of March 26, 2021.
Galileo Acquisition Corp. 1049 Park Ave. 14A New York, NY 10028Sponsor Forfeiture Letter Agreement • April 30th, 2021 • Galileo Acquisition Corp. • Blank checks
Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization, dated on or about the date hereof (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), Shapeways, Inc., a Delaware corporation (the “Company”), Galileo Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and the other parties named therein. Any capitalized terms used but not defined in this letter agreement (this “Agreement”) will have the meanings ascribed thereto in the Merger Agreement.
Shapeways Holdings, Inc. 2021 Equity Incentive Plan Notice of Restricted Stock Unit AwardRestricted Stock Unit Award Agreement • July 22nd, 2021 • Galileo Acquisition Corp. • Miscellaneous manufacturing industries • Delaware
You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one Common Share of Shapeways Holdings, Inc. (the “Company”), on the following terms:
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 30th, 2021 • Galileo Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2021 by and among (i) Galileo Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
Re: Side Letter Concerning Warrant AgreementWarrant Agreement • December 13th, 2022 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries
This letter agreement (“Agreement”) serves as written confirmation of the agreement between Shapeways Holdings, Inc., a Delaware corporation formerly known as Galileo Acquisition Corp. (the “Company”), and the undersigned with respect to certain changes to the terms and conditions of the Private Warrants as set forth in that certain warrant agreement dated as of October 17, 2019 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Warrant Agreement.
PERSONAL AND CONFIDENTIALEngagement Letter • May 28th, 2021 • Galileo Acquisition Corp. • Blank checks
Separation AgreementSeparation Agreement • October 13th, 2022 • Shapeways Holdings, Inc. • Miscellaneous manufacturing industries • Delaware
The following agreement (“Agreement”) is entered into between Jennifer Walsh (“you”) and Shapeways Holdings, Inc. (the “Company”) and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and the obligations set forth in this Agreement. If you agree to the terms outlined here, please sign and return this Agreement in the timeframe outlined below.
