AGREEMENT AND PLAN OF MERGER by and among NANO DIMENSION LTD., NANO US II, INC. and MARKFORGED HOLDING CORPORATION Dated as of September 25, 2024Merger Agreement • 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.
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).
