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”).
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
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”).
