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”).
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).
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”).
