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
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:
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.
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.
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.
