0001193125-21-200359 Sample Contracts

Xometry, Inc. Class A Common Stock Underwriting Agreement
Underwriting Agreement • June 25th, 2021 • Xometry, Inc. • Services-business services, nec • New York

Xometry, Inc. a Delaware corporation (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 (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A common stock, par value $0.000001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2021 • Xometry, Inc. • Services-business services, nec • Maryland

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of, and contingent upon, the closing of the Company’s initial public offering (the “Effective Date”), by and between Xometry, Inc. (the “Company”) and James Rallo (“Executive”). This Agreement amends, restates, and supersedes in its entirety the Executive Employment Agreement between the Company and Executive that was effective April 13, 2020 (the “Prior Agreement”).

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