Exhibit 10.33

 


 


 





November
13, 2019


 


Dorit
Liberman (By Email)


 


Dear
Dorit,


 


On
behalf of Markforged, Inc. (the “Company”), I am pleased to offer you the position of Chief Human Resources
Officer (CHRO). This is a full-time, exempt position reporting to the President & Chief Operating Officer. Your
employment will begin on or before January 6, 2020.


 


Cash
Compensation


 


Your
base salary will be $300,000 per year, which will be subject to increases from time to time in the discretion of the Company (the
 “Base Salary”). You will be eligible to receive a target discretionary annual bonus of up to $50,000 (pro-rated for
current calendar year, based on your start date) based on the Company’s performance and your individual performance. Both your
salary and bonus will be subject to tax and other withholdings as required by law.


 


In
2020, your bonus opportunity will be determined by the Company in its discretion; and will be based on your achievement of mutually
agreed upon measurable KPI’s and prorated to the time worked in the company for 2020. Your bonus will be paid on an annual
cadence. Your bonus shall be paid no later than March 15 of the year immediately following the year for which your bonus is measured;
provided that you must be an active employee of Markforged, Inc. at the time of payout to receive any portion of your annual bonus.


 


Stock
Options








 


Subject
to the approval of the Board of Directors of the Company, the Company may grant you an incentive stock option (the “Option”)
under the Company’s 2013 Stock Incentive Plan (the “Plan”) for the purchase of 680,000 shares of common stock
(currently equal to 0.4% of fully diluted shares) at a price per share equal to the fair market value established at the time
of Board approval. Your Option will vest 25% of the shares subject to such award on the first anniversary of your Start Date and
in 36 equal monthly installments thereafter over a total vesting period of four years, provided you remain an employee of the
Company. The Option shall be subject to all terms of a stock option agreement to be proposed by the Company (the “Stock
Option Agreement”).



     


     


    

Other
Benefits


  


In
addition to your compensation set forth above, during your employment, you will be eligible to participate in the employee benefit
plans made generally available by the Company from time to time to its employees, subject to plan terms and generally applicable
Company policies.


 


Relocation


 


You
acknowledge that you intend to relocate to Boston to be present in the Company’s Boston area offices at the start of your
employment. Your failure to do, for 2 months after employment has started, will be considered a material breach by you of this
Agreement and, notwithstanding any other term of this Agreement, the Company may terminate your employment without any further
financial liability to you.


 


Relocation
Costs


 


At
the time of your relocation to the Boston area, the company shall cover the following: (i) movers to transfer your household belongings
to Boston; (ii) flight cost to relocate to Boston (iii) for the first six (6) months, bi-weekly flights for the weekend to meet
spouse. These shall be Tax grossed up if needed.


 


Sign
On Bonus


 


Should
you accept this position, a joining bonus of $75,000 will be paid to you subject to tax and other withholdings as required by
law. Please note that the joining bonus paid to you is subjected to your completion of one year with the company. With the exception
of getting terminated by Markforged other than for Cause (as defined below), should you leave the company for any other reason
before completing one year with the company this amount would be recovered from you.


 


Definitions


 


“Cause”
means any of the following: (i) conduct by you constituting an act of misconduct in connection with the performance of your duties,
including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other
than the occasional, customary and  de minimis use of Company property for personal purposes; (ii) the commission
by you of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any conduct by you
that would reasonably be expected to result in injury or reputational harm to the Company or any of its subsidiaries and affiliates
if you were retained in your position; (iv) continued non-performance by you of your duties hereunder (other than by reason of
your physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice
of such non-performance from the Board; (v) a breach by you of any of the provisions of the Nondisclosure and Noncompetition Agreement,
as defined below under “Other Terms”; (vi) a violation by you of the Company’s written employment policies;
or (vii) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities,
after being instructed by the Company to cooperate, or the destruction or failure to preserve documents or other materials known
to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials
in connection with such investigation. 


 


2


 


©
MARKFORGED, INC. Confidential and Proprietary information. 


85
School Street, Watertown, MA 02472 




     


     


    


“Good
Reason” means that you have complied with the Good Reason Process (hereinafter defined) following the occurrence of any
of the following events: (i) a material diminution in your Base Salary except for across-the-board salary reductions based on
the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company;
(ii) a material diminution in your responsibilities, authority or duties; (iii) a material change in the principal geographic
location at which you are required to provide services to the Company; or (iv) the material breach of this letter by the Company.


 


“Good
Reason Process” means that (i) you reasonably determine in good faith that a “Good Reason” condition has occurred;
(ii) you notify the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence
of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following
such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition
continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period. If the Company cures
the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.


 


“Other
Employment” means employment on a more than half-time basis. For these purposes, any service as an “employee”
within the meaning of M.G.L. c. 149, § 148B shall be considered to be “employment.”


 


“Qualifying
Termination” means a termination of your employment by the Company without Cause or a resignation by you for Good Reason.


 


“Release
Requirement” means the requirement that, as a condition of receiving the Severance Amount and certain other payments and
benefits as specified below following a Qualifying Termination, you sign a separation agreement in the form proposed by the Company,
including a release of legal claims and a non-disparagement obligation, among other terms, within twenty-one (21) days of the
date tendered to you and you do not exercise any right to revoke such separation agreement.


 


“Severance
Period” means the period immediately following the date of termination of employment until the earlier of (i) six months
from the date of termination or (ii) the date immediately before you commence Other Employment. 





 


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©
MARKFORGED, INC. Confidential and Proprietary information. 


 85 School Street, Watertown, MA 02472








     


     


    





Compensation
Upon a Qualifying Termination


 


If
you have a Qualifying Termination and you satisfy the Release Requirement, the Company shall pay or otherwise provide the following
to you:


 


		•	The
                                         Company shall pay you on regular payroll dates for the Severance Period at the rate of
                                         your Base Salary on the date of termination (the “Severance Pay”); provided
                                         that (i) the Company may commence payments of Severance Pay at any time within 60
                                         days after the date of termination; (ii) if such sixty (60) day period crosses two calendar
                                         years, payments of the Severance Pay shall commence in the second calendar year; and
                                         (iii) the initial payment of the Severance Pay shall include a catch-up payment for the
                                         period between the date of termination and the beginning of the payroll period applicable
                                         to the first payroll date. You shall promptly notify the Company if you secure Other
                                         Employment and you shall respond fully to any reasonable inquiries by the Company that
                                         relate to its rights to cease Severance Pay in the event you commence Other Employment.
                                         Notwithstanding the foregoing, all payments of Severance Pay and other obligations of
                                         the Company below shall immediately cease if you breach any of the provisions contained
                                         in the Nondisclosure and Noncompetition Agreement. The Severance Amount will be subject
                                         to tax and other withholdings as required by law. 



 


		•	If
                                         your Qualifying Termination occurs between the end of a calendar year and the date of
                                         payouts of bonuses for such calendar year, the Company shall pay you the bonus for such
                                         recently completed calendar year. If the Company has determined such bonus level before
                                         the Qualifying Termination, the bonus shall be paid in such amount. If the Company has
                                         not determined such bonus level before the Qualifying Termination, the Company shall
                                         determine such bonus level in good faith and pay such amount upon determination.



 


For
the avoidance doubt, each of the foregoing is subject to your satisfaction of the Release Requirement.


 


Other
Terms


 


This
letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in no
way alter the Company’s policy of employment at will, under which both you and the Company remain free to terminate the
employment relationship, with or without cause, at any time, with or without notice. Similarly, nothing in this letter shall be
construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your
employment with the Company.


 


Like
all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard
Nondisclosure, Inventions, Nonsolicit and Noncompetition Agreement (the “Nondisclosure and Noncompetition Agreement”),
a copy of which is enclosed with this letter.


  


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©
MARKFORGED, INC. Confidential and Proprietary information. 


85
School Street, Watertown, MA 02472 




     


     


    



Each
payment pursuant to the terms of this letter shall be considered a separate payment for purposes of Internal Revenue Code
Section 409A (“Section 409A”). A termination of employment shall not be deemed to have occurred for purposes of
any provision of this letter providing for the payment of any amount or benefit upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes
of this letter, references to a “termination,” “termination of employment” or like terms shall mean
 “separation from service.” Notwithstanding anything to the contrary in this Agreement, if you are a
 “specified employee” (within the meaning of Section 409A) on the date of your separation from service, then any
payments or benefits that otherwise would be payable pursuant to the terms of this Agreement within the first six (6) months
following your separation from service (the “409A Suspension Period”), shall instead be paid in a lump sum within
14 days after the end of the six (6) month period following your separation from service, or your death, if sooner, but only
to the extent that such payments or benefits provide for the “deferral of compensation” within the meaning of
Section 409A, after application of the exemptions provided in Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(ii)-(v) thereof.
After the 409A Suspension Period, you will receive any remaining payments and benefits due in accordance with the terms of
this letter (as if there had not been any suspension beforehand). The Company will cooperate with you in making any
amendments to this letter that you reasonably request to avoid the imposition of taxes or penalties under Section 409A of the
Code provided that such changes do not provide you with additional benefits (other than de minimis benefits) under
this terms of this letter.


 


You
represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering
into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms
of this offer letter.


 


While
you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity
without the written consent of the Company. If you accept our offer, you must provide proof of authorization to work in the United
States within three business days from your date of hire. Please bring these documents with you on your start date. This requirement
is in accordance with the Immigration Reform and Control Act of 1986, and applies to U.S. citizens and non-U.S. citizens, alike.


 


The
foregoing terms supersede any prior discussions, oral or written, which we have had relating to your employment and the other
matters discussed in this letter. Additionally, it is understood that from time to time, the Company reviews its benefits, policies
and practices and may alter or change them at its discretion.


 


We
hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer
by signing and dating the electronic copy of this offer letter. This offer, if not accepted, will expire at the close of business
on August 15, 2019. As required by law, your employment with the Company is contingent upon your providing legal proof of your
identity and authorization to work in the United States.


  


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©
MARKFORGED, INC. Confidential and Proprietary information. 


85
School Street, Watertown, MA 02472 




     


     


    





We
look forward to your participation in the success of the Company. If you have any questions, please do not hesitate to contact
me.


 





	Sincerely,	 	 
	 	 	 
	/s/ Gregory
    Mark	 	/s/ Shai
    Terem
	Gregory Mark, CEO	 	Shai Terem, President & COO
	Markforged, Inc.	 	Markforged, Inc.
	 	 	 
	I accept the foregoing offer of employment:	 	 
	 	 	 
	/s/Dorit
    Liberman	 	2019/11/16
	Dorit Liberman	 	Date
	 	 	 
	Enclosure (Nondisclosure and Noncompetition
    Agreement)	 	 



  


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©
MARKFORGED, INC. Confidential and Proprietary information. 


85
School Street, Watertown, MA 02472 




     


     


    



This
is an important legal document. It contains provisions that restrict your activities after you employment with the company ends.
Please note that you have the right to confer with counsel before signing this document.


 


NONDISCLOSURE,
INVENTIONS, NONSOLICITATION AND NONCOMPETITION 


AGREEMENT
FOR MASSACHUSETTS EMPLOYEES


 


In
consideration and as a condition of my employment or engagement, whether as an employee, consultant, advisor or otherwise with
Markforged, Inc. and/or any of its affiliates, subsidiaries and parent companies (together, the “Company”),
my receipt of compensation from the Company, and for other mutually agreed upon consideration set out below, the receipt and sufficiency
of which is hereby acknowledged, I enter into this Nondisclosure, Inventions, Nonsolicitation and Noncompetition Agreement (the
 “Agreement”) and agree with the Company as set forth below.


 


1.            Confidential
Information.


 


(a)            
I shall not at any time, directly or indirectly, disclose or divulge any Confidential Information (as defined below), except
(i) as reasonably required in connection with the performance of my job duties for the Company in furtherance of the Company’s
interests, and (ii) to the extent required by law (but only after I have provided the Company with reasonable written notice and
opportunity to take action against any legally required disclosure).


 


(b)
             I shall make no use whatsoever, directly or indirectly, of any Confidential Information at any time, except as reasonably
required in connection with the performance of my job duties for the Company in furtherance of the Company’s interests.


 


(c)            
I shall not remove any Confidential Information from the Company’s premises or make copies of any Confidential Information,
except to the extent reasonably required to perform my job duties in furtherance of the Company’s interests. I shall take
reasonable steps to protect all Confidential Information in my possession or control.


 


(d)            
Upon the termination of my employment or engagement or upon the Company’s written request at any time, I shall immediately
deliver to the Company all materials (including all copies in any form or medium) in my possession or control that contain or
relate to Confidential Information and all other Company property in my possession or control. If requested by the Company, I
shall confirm in writing that I have complied fully with the provisions of this Agreement.


 


(e)             I
understand that pursuant to the federal Defend Trade Secrets Act of 2016, I shall not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to
a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the
purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with the
federal Defend Trade Secrets Act or create liability for disclosures of trade secrets that are expressly allowed by that Act.
I further understand that nothing contained in this Agreement limits my ability to (i) communicate with any federal, state or
local governmental agency or commission, including to provide documents or other information, without notice to the Company,
or (ii) share compensation information concerning myself or others, except that this does not permit me to disclose
compensation information concerning others that I obtain because my job responsibilities require or allow access to such
information.





     


     


    



(f)            
As used herein, “Confidential Information” means all trade secrets and all other non-public information
of any kind relating to the Company or its business including (i) all Business Partners (as defined below) and prospective Business
Partners, financial information, proprietary information, know-how, pricing policies, operational methods, manufacturing methods,
methods of doing business, technical processes, formulae, designs, inventions, computer hardware, product hardware, software programs,
business plans and projects pertaining to the Company and (ii) all information of others that the Company has agreed or is legally
required to keep confidential, in each case under clauses (i) and (ii), whether oral, written or electronic or any other medium.


 


(g)           
I also recognize and agree that I have no expectation of privacy with respect to Company’s telecommunications, networking
or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and
that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. I hereby
authorize the Company to notify others, including but not limited to customers of the Company and any of my future employers or
prospective business associates, of the terms and existence of this Agreement and my continuing obligations to the Company hereunder.


 


2.            Assignment
of Developments.


 


(a)            All
inventions (whether or not patentable), modifications, discoveries, designs, developments, improvements, processes,
software programs, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property
rights or any interest therein made by me, either alone or in conjunction with others, at any time or at any place during my
employment or engagement with the Company, whether or not reduced to writing or practice during such period of employment or
engagement, that (i) relate to the business in which Company is engaged or planning to engage during my employment or
engagement with the Company, (ii) are created or improved in whole or in part by using any Company resources (including
Confidential Information and intellectual property rights), facilities or equipment, or (iii) are created or improved within
the scope of my employment or engagement with the Company (collectively, the “Developments”), shall
be and hereby are the exclusive property of the Company without any further compensation to me. In particular, and without
limiting any of the foregoing, all copyrightable work by me eligible to be “work made for hire” as defined in
Section 101 of the Copyright Act of 1976, as amended, shall be the property of the Company pursuant to such Act.


 


(b)             I
shall promptly disclose in writing all Developments to the Company. I agree that all work performed by me is on a
 “work for hire” basis. If any Development is not the property of the Company by operation of law, this Agreement
or otherwise, I will, and hereby do, assign to the Company all right, title and interest in such Developments without further
consideration, and shall assist the Company and its nominees in every way, at the Company’s expense, to secure,
maintain and defend the Company’s rights in such Developments. I shall sign all instruments necessary for the filing
and prosecution of any applications for, or extension or renewals of, letters patent (or other intellectual property
registrations or filings, including but not limited to copyright, trademark or domain name registrations or filings) of the
United States or any foreign country which the Company desires to file and relates to any Development. I irrevocably
designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact (which
designation and appointment shall be deemed coupled with an interest and shall survive my death or incapacity), to act for
and on my behalf to execute and file any applications, extensions or renewals and to do all other lawfully permitted acts in
connection with the prosecution and issuance of letters patent and other intellectual property registrations or filings or
such other similar documents with respect to the Developments with the same legal force and effect as if executed by me. To
the extent I retain any moral rights under applicable law, I shall not assert such moral rights in any manner inconsistent
with this Agreement.




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(c)
           I represent and warrant that the intellectual property, inventions and developments, if any, identified on Exhibit A attached
hereto comprise all of the intellectual property, inventions and developments that I have made or conceived prior to my employment
or engagement by the Company or in which I have an interest (collectively, “Prior Inventions”). If Exhibit
A is left blank, I represent, warrant and agree that I have no Prior Inventions to disclose. If I wish to clarify that something
created by me prior to my employment that relates to Company’s actual or proposed business is not within the scope of the
foregoing assignment, I have listed it on Exhibit A in a manner that does not violate any third-party rights or disclose any confidential
information. If, when acting within the scope of my employment or engagement or otherwise on behalf of Company, I use or (except
pursuant to this Section 2) disclose my own or any third party’s confidential information or intellectual property (or if
any Development cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing),
Company will have and I hereby grant Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sub licensable right
and license to exploit and exercise all such confidential information and intellectual property rights.


 


3.           
Noncompetition. THIS SECTION 3 DOES NOT APPLY TO HOURLY EMPLOYEES, ANY OTHER EMPLOYEES ELIGIBLE TO EARN OVERTIME PAY, STUDENTS
OR INTERNS


 


(a)           
While I am employed or otherwise engaged by the Company and for twelve (12) months after my employment or engagement terminates
because I have resigned or because I have been terminated by the Company for “cause,” as defined below, , I shall
not, directly or indirectly, individually or as a stockholder, partner, member, lender, investor, manager, director, officer,
employee, consultant, representative, advisor or other owner or participant in any person, enterprise or entity, other than the
Company (except as the holder of not more than 0.1% of the outstanding stock of a publicly held company), be employed by or otherwise
engage in or assist any other person, enterprise or entity to engage in any business which competes with any business in which
the Company is engaging or in which the Company plans to engage, during or at the time of termination of my employment or engagement,
in the United States or any other country in the world where the Company does business.


 


(b)           
If I breach any fiduciary duty owed to the Company, or if I take property or Proprietary Information that belongs to the Company,
whether physically or electronically, without written permission, the twelve (12) month noncompetition period will be extended
to two (2 ) years from the date of cessation of employment.




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(c)           
If I resign or are I am terminated for “Cause,” the Company will pay me on a pro-rata basis during the twelve
(12) month noncompetition restriction period mutually agreed upon consideration as follows: (i) if I resign the Company will
pay thirty (30) percent of my highest annualized base salary paid by the Company within the two (2) years preceding the
cessation of my employment; and (ii) if I terminated for “Cause” the Company will pay twenty-five(25) percent of
my highest annualized base salary paid by the Company within the two (2) years preceding the cessation of my employment
(i.e., Section 3(c)(i) and (ii) are the mutually agreed upon “Non-Compete Leave Payments”). The Non-Compete Leave
Payments, less all legally required and authorized deductions, shall be paid consistent with how I was paid during my
employment for the duration of the twelve (12) month restriction period. If the restriction period is increased because of my
activity described in Section 3(a) above, the Company will not pay me any No-Compete Leave Payments during such
extension.


 


(d)           
The Company will not be obligated to make Non-Compete Leave Payments if (i) it chooses to waive in writing the noncompetition
restriction set out in Section 3(a) above prior to midnight on the date my employment terminates;( ii) I am terminated without
 “Cause” or laid off; and/or (iii) Section 3(a) is otherwise not enforceable against me. The Company may also discontinue
Non-Compete Leave Payments in the event of a breach by me of Section 3(a). Notwithstanding the above, if you terminate your employment
without notifying the Company, the Company shall have five (5) business days to exercise its right to waive the noncompetition
restriction set out in Section 3(a) above.


 


(e)
            For purposes of this Section 3, “Cause” means: (a) a material breach by me of any of material obligations under
this Agreement or any other agreement with the Company; (b) my conviction of or entering a plea of guilty or nolo contendere
to, or admission to facts sufficient for a finding of guilt for, any crime constituting a felony, or any crime constituting a
misdemeanor involving fraud, dishonesty and/or moral turpitude, under federal, state, local or foreign law; (c) my neglect,
refusal, or failure to meet the performance expectations for my position, to discharge my duties (other than due to being
physically or mentally incapacitated) commensurate with my title and function, or my failure to comply with a lawful
direction of the Company; (d) the commission of any act or omission involving dishonesty, disloyalty or fraud with respect to
the Company; (e) my breach of a statutory or common law duty of loyalty or other fiduciary duty owed to the Company; (f) my
violation of a policy or procedure when performing services on behalf of the Company; (g) my violation of any federal or
state securities laws; (h) my violation of any product safety laws or any other laws applicable to the products developed,
licensed or sold by the Company; (i) any other willful misconduct by me which is or intends to be materially injurious to the
financial condition or business reputation of, or is otherwise materially injurious to, the Company; or (j) any other reason
recognized as “cause” under the common law for the Commonwealth of Massachusetts.


  


(f)            
The noncompetition restriction in Section 3(a) will remain enforceable, and I will remain bound by its terms, even if there are
material changes to the terms and conditions of my employment after I sign this Agreement. No changes in my compensation, title
or duties or any other terms or conditions of my employment, shall affect the enforceability of Section 3(a) or any other provision
of this Agreement




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4.           
Nonsolicitation of Business Partners. While I am employed or otherwise engaged by the Company and for twelve (12) months
after my employment or engagement terminates for any reason, I shall not, directly or indirectly, solicit, divert or take
away, or attempt to solicit, divert or take away, or otherwise interfere with, the business or relationship of the Company
with any of its customers, prospective customers, distributors, dealers, referral sources, business partners, suppliers,
vendors, service providers, consultants, lenders, investors, landlords, licensors or agents or any other person or entity
with whom the Company does business (collectively, “Business Partners”), including, but not limited
to Business Partners contacted, solicited, or engaged by the Company at the time of my employment or engagement with the
Company, and Business Partners contacted, solicited or engaged by the Company during the 24-month period prior to the
termination of my employment or engagement by the Company with whom I had contact while employed by the Company or about whom
I had access to Confidential Information while employed by the Company. I  also shall not, directly or indirectly,
assist any person, enterprise or entity in performing any activity prohibited by this Section.


 


5.           
Nonsolicitation of Employees. While I am employed by the Company and for twelve (12) months after my employment or engagement
terminates for any reason, I shall not, directly or indirectly, solicit, recruit, hire or engage, or otherwise interfere with
the business relationship of the Company with any current or former employee of the Company, other than any person who ceased
to be employed by the Company for a period of at least 12 continuous months, with whom I had contact with employed by the Company
or about whom I had access to Confidential Information while employed by the Company. I also shall not, directly or indirectly,
assist any person, enterprise or entity in performing any activity prohibited by this Section.


 


6.           
Publicity. I consent to all uses and displays by the Company of my name, voice, likeness, image, appearance and biographical
information in connection with any advertising or other legitimate business purpose of the Company for no additional compensation.


 


7.           
Remedies. I agree that restrictions contained in this Agreement are necessary for the protection of the business and
goodwill of the Company and I consider them to be reasonable for such purpose. Without limiting the remedies available to the
Company, I agree that a breach of any of the terms of this Agreement would result in irreparable injury to the Company for
which there may be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company shall be
entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining me
from engaging in any activities prohibited by this Agreement or such other equitable relief as may be required to
specifically enforce any of the terms of this Agreement, without the necessity of posting a bond or other security. Such
relief shall be in addition to, and not as an alternative to, any other remedies available to the Company at law or in
equity. In the event of any injunction action concerning any breach or threatened breach of this Agreement, the
non-prevailing party shall be obligated to pay all reasonable attorneys’ fees, costs and other expenses incurred by the
prevailing party in connection with and in preparation for such action. If I violate any restrictive covenant in this
Agreement, the temporal period applicable to such covenant shall be extended by the period of time during which such
violation occurred. In the event that I breach any of the terms in this Agreement, in addition to any other remedies
available to the Company, the Company shall be entitled to require me to account for and pay over to the Company
all compensation, profits, monies, accruals and other benefits derived or received by me, or any entity on behalf of which I
was engaging in the activities constituting such breach, as the result of such breach.




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8.           
Acknowledgements. I understand, accept and agree to the objectives and goals of this Agreement and acknowledge the
important and valuable interests of the Company to be protected by this Agreement. I agree and acknowledge that (a) the
duration, geographical scope and subject matter of the restrictions in this Agreement are reasonable and necessary to protect
the goodwill, customer relationships, legitimate business interests and Confidential Information of the Company, (b) I shall
be able to earn a satisfactory livelihood without violating this Agreement, (c)  this Agreement is assignable by the
Company and shall inure to the benefit of its successors and assigns and (d) no change in my compensation, duties or other
terms and conditions of employment or engagement after the date of this Agreement shall be considered to affect the
continuation of my employment for purposes of this Agreement or otherwise alter or change my obligations under this
Agreement. This Agreement is in addition to, and not a replacement for, any similar restrictions contained in any other
agreement with the Company to which I am a party. In the event of any conflict between the provisions of this Agreement and
such other restrictions, the provisions most favorable to the Company shall control. The restrictions in this Agreement
explicitly cover all active and passive forms of oral, written and electronic communications (including through social
media).


 


9.           
No Conflicting Obligations. I am not a party to any agreement, commitment or obligation that could conflict with my obligations
under this Agreement, be violated by my employment or engagement with the Company or limit my ability to perform my duties for
the Company. I shall not use or misappropriate any intellectual property, trade secrets or confidential information belonging
to former employers or others in connection with the performance of any services on behalf of the Company.


 


10.         
Notice of New Business Activity. In the event that I am no longer an employee or contractor of the Company, I consent to notification
by the Company to my new employer or contracting party or its agents regarding my rights and obligations under this Agreement.
During the twelve (12) months following termination of my employment or engagement, I shall give written notice to the Company
of each new employer or, alternatively, if I am engaged as a consultant or independent contractor, any business activity I plan
to undertake, at least ten (10) business days prior to beginning any such activity. Such notice shall state the name and address
of the person, corporation, association or other entity or organization (each, an “Entity”) for whom
I am employed or for whom I am performing the business activity and the nature of my business relationship or position with the
Entity. I shall also provide the Company with other pertinent information concerning such employment or business activity as the
Company may reasonably request in order to determine my continued compliance with my obligations under this Agreement.


 


11.         
No Employment Rights. I agree that my employment or engagement with the Company is at-will, meaning that either I or the
Company may terminate the relationship at any time and for any reason, with or without cause or notice.




    6 


     


    

12.         
Choice of Law; Forum. This Agreement and any dispute arising under or relating to this Agreement, shall in all respects
be governed by and construed in accordance with the internal substantive and procedural laws of the Commonwealth of
Massachusetts without regard to any conflicts of laws principles. The parties irrevocably and unconditionally (a) submit to
the exclusive jurisdiction of the state (i.e., the Business Law Section of the Suffolk County Superior Court) and federal
courts located within the Commonwealth of Massachusetts (the “Courts”) for the purpose of any suit,
action or other proceeding arising under or relating to this Agreement, (b) agree not to commence any suit, action or other
proceeding arising under or relating to this Agreement except in the Courts, and (c) waive, and agree not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding, any claim that such party is not
subject personally to the jurisdiction of the Courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is
improper or that this Agreement or the subject matter hereof may not be enforced in or by the Courts. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by
law.


 


13.        
Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective
heirs, executors and administrators, successors and assigns, except that my rights and obligations hereunder are personal and
may not be assigned without the Company’s prior written consent.


 


14.         
Severability. This Agreement shall be interpreted so as to be effective and valid under applicable law, but if any
provision is prohibited or invalid under such law, such provision shall be ineffective only to the extent it is prohibited or
invalid, without invalidating or nullifying the remainder of such provision or any other provision of this Agreement. If any
one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity, subject or otherwise, such provisions shall be construed by limiting and reducing it
so as to be enforceable to the maximum extent permitted by applicable law. If any restriction set forth herein is found by
any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a
range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of
time, range of activities or geographic area as to which it may be enforceable.


 


15.        
Waiver of Jury Trial. EACH PARTY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR OTHERWISE RELATE TO THIS AGREEMENT OR
WHICH OTHERWISE MAY RELATE TO THE EMPLOYMENT OR OTHER RELATIONSHIP OF THE PARTIES, INCLUDING ANY TERMS OF EMPLOYMENT OR CONTRACTING
OR THE TERMINATION OF SUCH EMPLOYMENT OR OTHER RELATIONSHIP (ANY OF THE FOREGOING, A “COVERED DISPUTE”) IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER COVERED
DISPUTE.


 


16.        
Amendments. The provisions of this Agreement shall not be modified, amended or waived at any time except by a writing signed
by the parties.




    7 


     


    

17.         
Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties with respect to the subject
matter hereof and the matters covered hereby and supersedes all prior discussions, understandings and agreements concerning such
matters.


 


18.         
No Waivers; Nonexclusive Remedies. No failure or delay in exercising any right, power or remedy shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The rights and remedies under this Agreement are in addition to and not in
substitution for any other rights and remedies available at law or in equity or otherwise.


 


19.        
Term. The term of my employment or engagement with the Company, for purposes of this Agreement, shall be deemed to include
any relationship of service to the Company that I may have had prior to actually becoming an employee, consultant, or advisor,
and the present Agreement confirms and memorializes the agreement the Company and I have had since the commencement of my employment
or engagement.


 


20.         
Employment or Engagement at Will. I understand that this Agreement does not create an obligation on the Company or any other
person to continue my employment or engagement with the Company. I acknowledge that, unless otherwise agreed in a formal written
agreement signed on behalf of the Company by an authorized officer, my employment or engagement with the Company is at will and
therefore may be terminated by the Company or me at any time and for any reason, with or without cause.


 


21.        
Survival. The provisions of this Agreement shall survive the termination of my employment or engagement for any reason.


 


22.         
Counterparts. This Agreement may be executed in separate counterparts, and with counterpart signature pages, each of which
shall be an original, but both of which together shall constitute one and the same Agreement, binding on both of the parties hereto
notwithstanding that both such parties have not signed the same counterpart. Counterpart signature pages to this Agreement transmitted
by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical
delivery of the paper document bearing an original signature.


 


 23.         Construction of Agreement. 




 


(a)
             Headings. The headings of articles and sections herein are inserted for convenience of reference only and shall be ignored
in the construction or interpretation hereof.


 


(b)
             References to this Agreement. The words “hereof,” “herein,” “hereto,” “hereunder,”
 “hereby” and other similar expressions refer to this Agreement as a whole and not to any particular section or portion
of it.


 


(c)            Including. Where the word “including” or the word “includes” is used in this Agreement, it means “including
(or includes) without limitation.”


 


SIGNATURE
PAGE FOLLOWS 




    8 


     


    



The
parties have executed this Agreement as of the date set forth below. 








 


	Signed:	/s/
    Dorit Liberman	 	 
	 	 	 	 
	Name:	Dorit Liberman	 	2019/11/16
	 	 	 	 
	Agreed to and Accepted:	 	 
	 	 	 	 
	MARKFORGED, INC.	 	 
	 	 	 	 
	By:	/s/ Emma
    Plouffe	 	 
	 	 	 	 
	Name:	Emma Plouffe	 	 
	 	 	 	 
	Title:	Head of people operations 	 	 






    9 


     


    




Exhibit
A


 


Prior
Developments


 





	Title	 	Date	 	Identifying Number or

                                                                       Brief
                                         Description

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





    10