one 20,000,000 Units Underwriting AgreementUnderwriting Agreement • March 29th, 2021 • One • Blank checks • New York
one, a Cayman Islands exempted company (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 (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
one The Presidio of San Francisco San Francisco, CA 94129One • August 12th, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into on June 26, 2020 by and between A-star, a Cayman Islands exempted company (the “Subscriber” or “you”), and one, a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 29th, 2021 • One • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 17, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among one, a Cayman Islands exempted company (the “Company”) and A-star, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2021 • One • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 17, 2020 between one, a Cayman Islands exempted company (the “Company”), and Catherine Spear (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 29th, 2021 • One • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2020, is made and entered into by and among one, a Cayman Islands exempted company (the “Company”), A-star, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
one c/o A-star The Presidio of San Francisco San Francisco, CA 94129Letter Agreement • March 29th, 2021 • One • 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 one, a Cayman Islands exempted company (the “Company”) and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration stateme
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2021 • One • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 17, 2020 by and between one, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
MARKFORGED HOLDING CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2021 • Markforged Holding Corp • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of [____], 2021 by and between Markforged Holding Corporation, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among ONE, CASPIAN MERGER SUB INC. and MARKFORGED, INC. Dated as of February 23, 2021Agreement and Plan of Merger • February 24th, 2021 • One • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among one, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Caspian Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and MarkForged, Inc., a Delaware corporation (the “Company”).
WARRANT AGREEMENT one and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 17, 2020Warrant Agreement • March 29th, 2021 • One • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 17, 2020, is by and between one, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE MARKFORGED HOLDING CORPORATION 2021 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • June 4th, 2021 • One • Computer peripheral equipment, nec
Pursuant to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Markforged Holding Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE markforged holding corporation 2021 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • June 4th, 2021 • One • Computer peripheral equipment, nec
Pursuant to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Markforged Holding Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2021 • Markforged Holding Corp • Computer peripheral equipment, nec • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, MarkForged and Caspian Merger Sub Inc. (“Merger Sub”), (i) the Company migrated to and domesticated as a Delaware corporation and (x) each former ordinary share of the Company (including those held by the Sponsor Holders) was automatically converted into one share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and (y) each warrant to purchase Company ordinary shares was converted into a warrant to purchase Common Stock and (ii) Merger Sub merged with and into MarkForged, with MarkForged surviving as a wholly-owned subsidiary of the Company, and all of the shares of common stock of MarkForged (including those held by the Markforged Equityholders) were converted into the right to receive Common Stock; and
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY CONSULTANTS UNDER THE markforged holding corporation 2021 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • June 4th, 2021 • One • Computer peripheral equipment, nec
Pursuant to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Markforged Holding Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 26th, 2024 • Markforged Holding Corp • Computer peripheral equipment, nec • 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).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE markforged holding corporation 2021 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • June 4th, 2021 • One • Computer peripheral equipment, nec
Pursuant to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Markforged Holding Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
AGREEMENT AND PLAN OF MERGER by and among NANO DIMENSION LTD., NANO US II, INC. and MARKFORGED HOLDING CORPORATION Dated as of September 25, 2024Agreement and Plan of Merger • September 26th, 2024 • Markforged Holding Corp • Computer peripheral equipment, nec • 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.
oneOne • August 12th, 2020 • Blank checks
OFFICE LEASEOffice Lease • April 1st, 2021 • One • Blank checks
THIS OFFICE LEASE is executed this 29th day of July, 2020 (the “Effective Date”), by and between GRE RIVERWORKS, LLC, a Delaware limited liability company (“Landlord”), and MARKFORGED, INC., a Delaware corporation (“Tenant”).
Re: Transition Agreement Dear David:Confidentiality Agreement • March 31st, 2022 • Markforged Holding Corp • Computer peripheral equipment, nec • Massachusetts
This letter confirms the details relating to your voluntary transition from your employment with MarkForged, Inc. (the “Company”). The Company and its Board of Directors (the “Board”) sincerely appreciates your significant contributions to the Company and wishes to make this transition as smooth as possible. To that end, the agreement below (the “Agreement”) proposes an arrangement whereby you would continue your employment relationship with the Company as Senior Advisor, Technology through July 8, 2022 (the “Anticipated Separation Date”) and continue to receive your regular base salary and benefits (subject to eligibility requirements) and continue to vest in your outstanding, unvested equity awards through such date, all subject to the Conditions set forth in Section 1 of the Agreement.
FIRST AMENDMENT OF LEASEOf Lease • April 1st, 2021 • One • Blank checks
This FIRST AMENDMENT OF LEASE (“First Amendment”) is dated as of the 14th day of August, 2017, by and between SDC WATERTOWN PARTNERS, LLC, a Delaware limited liability company, as Landlord, and MARKFORGED, INC., a Delaware corporation, as Tenant.
FIRST AMENDMENT TO LEASELease • December 13th, 2021 • Markforged Holding Corp • Computer peripheral equipment, nec
This First Amendment to Lease is entered into as of December 7, 2021, by and between 900 Middlesex Property Owner, LLC, a Massachusetts limited liability company with a usual place of business at 133 Pearl Street, Boston, Massachusetts 02110 (“Landlord”), and MarkForged, Inc., a Delaware corporation, located at 900 Middlesex Turnpike, Bldg. 4, Billerica, Massachusetts (“Tenant”).
1265 MAIN STREET WALTHAM, MASSACHUSETTS I N D E X T O L E A S E FROM 1265 MAIN OFFICE SUBSIDIARY LLC TO CLARKS AMERICAS, INC. 1265 Main Street Clarks Americas LeaseLease • December 22nd, 2021 • Markforged Holding Corp • Computer peripheral equipment, nec • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building located at and currently known as 1265 Main Street, Waltham, Massachusetts.
CONSENT TO ASSIGNMENT AND FIFTH AMENDMENT TO LEASELease • December 22nd, 2021 • Markforged Holding Corp • Computer peripheral equipment, nec • Massachusetts
least sixty (60) days prior to any such date of expiration, the undersigned shall give written notice to Beneficiary, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Beneficiary, that this Letter of Credit will not be renewed.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 22nd, 2021 • Markforged Holding Corp • Computer peripheral equipment, nec • Massachusetts
This Assignment and Assumption Agreement (“Agreement”) is entered into as of December 17, 2021 (“Effective Date”) between CLARKS AMERICAS, INC., a Delaware corporation (“Assignor”) and MARKFORGED, INC., a Delaware corporation (“Assignee”).
LEASE Landlord And MARKFORGED, INC. Tenant Location Address 900 Middlesex Turnpike, Building 4 Billerica, MA LEASELease • April 1st, 2021 • One • Blank checks • Massachusetts
THIS LEASE is entered into as of March ____, 2019 (“Effective Date”), between 900 MIDDLESEX PROPERTY OWNER, LLC, a Massachusetts limited liability company (“Landlord”), and MARKFORGED, INC., a Delaware corporation (“Tenant”).
LEASE BY AND BETWEEN SDC WATERTOWN PARTNERS, LLC, AS LANDLORD and MARKFORGED, INC., AS TENANTLease • April 1st, 2021 • One • Blank checks • Massachusetts
THIS LEASE (the “Lease”) is dated as of the 18th day of January, 2017 and is entered into by and between Landlord and Tenant named below.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE markforged holding corporation 2021 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • June 4th, 2021 • One • Computer peripheral equipment, nec
Pursuant to the Markforged Holding Corporation 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Markforged Holding Corporation (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE markforged, inc. 2013 Stock Option and Grant PlanRestricted Stock Unit Award Agreement for Company Employees • April 1st, 2021 • One • Blank checks • Delaware
Pursuant to the MarkForged, Inc. 2013 Stock Option and Grant Plan (the “Plan”), MarkForged, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share, (the “Stock”) of the Company.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • February 24th, 2021 • One • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of February 23, 2021, by and among one, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and MarkForged, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Re: Transition AgreementMarkforged Holding Corp • May 11th, 2023 • Computer peripheral equipment, nec • Massachusetts
This letter follows our conversations relating to your employment with Markforged, Inc. (the “Company”). The Company appreciates your service and contributions and would like to make this transition as smooth as possible.
markforged.com Waltham, MA 02451 May 10, 2023 Shai Terem (via email) Re: Second Amendment to Amended and Restated Offer Letter Dear Shai,Markforged Holding Corp • May 11th, 2023 • Computer peripheral equipment, nec
As we have discussed, this Second Amendment to Amended and Restated Offer Letter (the “Amendment”) confirms the agreement between you and Markforged, Inc. (“Markforged” or the “Company”) to amend the Amended and Restated Offer Letter dated as of October 21, 2020, as amended, between you and the Company (the “Amended and Restated Offer Letter”). This Amendment shall be effective as of January 1, 2023 (the “Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Offer Letter.
LOCK-UP AGREEMENTLock-Up Agreement • July 20th, 2021 • Markforged Holding Corp • Computer peripheral equipment, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of July 14, 2021 by and between (a) Markforged Holding Corporation, a Delaware corporation (as successor-in-interest to one, a Cayman Islands exempted company limited by shares (the “Acquiror”)) (the “Company”), and (b) the person or entity identified under the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms used but not otherwise defined in this Agreement will have the meanings ascribed to such terms in the Merger Agreement, dated as of February 23, 2021, by and among Acquiror, Caspian Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror, and MarkForged, Inc., a Delaware corporation (as it may be amended or supplemented from time to time, the “Merger Agreement”).
LEASE TERMINATION AGREEMENTLease Termination Agreement • July 30th, 2024 • Markforged Holding Corp • Computer peripheral equipment, nec
THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into as of day of July 24, 2024 by and between GRE RIVERWORKS, LLC, a Delaware limited liability
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2021 • One • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 23, 2021, by and between one, a Cayman Islands exempted company (“AONE”), and the undersigned subscriber (the “Investor”).
