Exhibit 10.34


 


MarkForged


14
Remington St. Suite 303


Cambridge, MA
02138


 


David,


 


Welcome
to MarkForged. The
next few years will be
intense -you'll beworking
with the best and brightest, and together, we
will change the world.


 


You can choose one of the following compensation packages:


1. $100,000 per year, and the option
to purchase 6,469 shares.


2. $80,000 per year, and the option
to purchase 38,817 shares.


 


Options
are granted after you start
and vest over five years (20%
after 1 year, then 1/60 per
month).


 


Your total compensation will
consist of base salary, stock options,
perks, and benefits.


 


This
is a young
company, with a
breakthrough technology. As the company grows, I
will make
all efforts to help you scale with it.
You'll need to keep a sharp focus on the deliverables at hand, and from time to time,
glance up at
the horizon. Get ready.


 





 


Greg Mark,
CEO


 






     


     


    

 


Mark Forged


14 Remington St. Suite 303


Cambridge, MA 02138


 


Legal Advisory:


 


		•	Your employment with MarkForged will be "at will," meaning that either you or MarkForged may terminate your employment at
any time and for any reason, with or without cause. Vesting of any stock options will terminate upon termination of your employment for
any reason.






		•	The grant of stock options by the Company is subject to approval by the Company's Board of Directors.






		•	While the Company may grant you a larger option in connection with a lower cash salary, it is important to understand that the two
are not necessarily of comparable value.






		•	The Company's Board of Directors cannot approve your stock option until after your first day of employment. So, your choice of start
date could have an impact on the exercise price of your stock option. We are unable to forecast the timing and outcome of any future Board of Directors action or valuation, including the granting or pricing of your stock option. The current exercise price listed in the offer letter is for illustrative purposes only and may increase or decrease between now and the time of any future grant of stock options.










		•	The information contained in the addendum to the offer letter is provided to you "AS IS," does not constitute legal advice,
and we are not acting as your attorney. MarkForged makes no claims, promises or guarantees about the accuracy, completeness, or adequacy
of the information contained in the offer letter or its addendum. Nothing contained herein should be used as a substitute for the advice
of competent financial or legal counsel.






		•	The valuation and other information in the above table concerning stock options are hypothetical examples used only for illustrative
purposes. Neither these hypothetical examples, nor any other matter communicated to you in this letter or by any person at any time, should
be interpreted by you as an express or implied promise, representation or warranty of the past, present or future value of the Company,
the certainty of any exercise price, the value you could receive for your options, the total number of shares that will be issued at any
point in time, or the amount of your potential proportional ownership interest in the Company. lfthe Company never achieves liquidity,
achieves liquidity with additional shares outstanding, or achieves liquidity at a lower valuation, your options could expire worthless.






		•	All salaries are subject to upward or downward adjustment pursuant to the Company's employee compensation policies in effect from
time to time.






		•	You will participate in the MarkForged program of ten annual holidays as well. We have defined eight holidays (New Years, Memorial
Day, 4th of July, Labor Day, Thanksgiving and the day after, Christmas Eve, and Christmas) and provided for two floating holidays. Choose
your floaters wisely.






		•	Additional time off/ vacation is as needed. Be sure to coordinate with your team and get prior approval from your lead.



 






     


     


    

 


 


 


 





October 18, 2020


 


David Benhaim (via e-mail)


 


		Re:	Third Addendum to Offer Letter



 


Dear David:


 


Consistent with previous discussions with
you, the investor directors and the independent directors of the Board of Directors (the “Board”) of Markforged, Inc.
(“Markforged” or the “Company”), we are pleased to present you with this Third Addendum to Offer Letter
(the “Addendum”), which provides additional terms and conditions that will govern your continuing at-will employment
with the Company effective as of October 18 (the “Effective Date”).


 


The terms and conditions set forth in your
initial offer letter which you signed upon acceptance of employment with Markforged (the “Offer Letter”), together
with the first addendum to the offer letter dated as of August 9, 2017 (the “First Addendum”) and the second addendum
to the offer letter dated as of November 1, 2019 (the “Second Addendum”), remain in full force and effect, except as
otherwise provided herein. You will continue to be the Chief Technology Officer of the Company (“CTO”), reporting to
the Company’s Chief Executive Officer. The terms and conditions of your continued employment as the CTO with the Company
are set forth below.


 


With those understandings, you and the
Company agree as follows:


 


1.             Cash Compensation: Effective on the Effective Date, your base salary will be paid at the rate of $400,000 per year.
Your base salary may be reviewed from time to time by the Board or the Compensation Committee of the Board. Your base salary in
effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that
is consistent with the Company’s usual payroll practices for executive officers.


 


Effective on the Effective
Date, your target annual bonus will be $100,000. The target annual bonus in effect at any given time is referred to herein as the
 “Target Bonus.” The actual amount of the annual bonus, if any, shall be determined in the sole discretion of the Board
or the Compensation Committee of the Board, subject to the terms of any applicable incentive compensation plan that may be in effect
from time to time. Except as provided in Section 3(b) below or as may be provided by the Board or the Compensation Committee, you
must be employed by the Company on the date the bonus is paid in order to earn or receive any bonus. Any bonus related to work
performed in 2020 shall be paid on a prorated basis according to the terms of your employment in effect prior to the Effective
Date and the new Base Salary and Target Bonus that become effective on the Effective Date.


 


2.             Stock Option: Subject to customary approval by the Board, the Company shall grant you a stock option under the Company’s
2013 Stock Incentive Plan (the “Plan”) to purchase 2,700,620 shares of common stock (currently 1.6% of the fully-diluted
shares outstanding) at a price per share equal to the fair market value established at the time of the Board approval (the “Option”).
The Option will be an incentive stock option subject to IRS limitations. The shares underlying the Option will vest in 48 equal
monthly installments following the grant date over a total vesting period of four years, provided that you remain an employee of
the Company on each such vesting date. The Option will be subject to the terms of the Plan and subject to and contingent upon your
execution of a stock option agreement (together, the “Equity Documents”). Notwithstanding anything to the contrary
in the Equity Documents, if after the consummation of a Change in Control Transaction (as defined below), you are terminated without
Cause (as defined below), then 100% of the then unvested shares underlying the Option shall become vested.




     


     


    



 


 


3.            Severance 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:


 


		(a)	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.
The Severance Pay will be subject to tax and other withholdings as required by law. Each payment pursuant to this Addendum is intended
to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).



 


		(b)	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 of doubt, each of the
foregoing is subject to your satisfaction of the Release Requirement.


 


4.            Liquidity: We understand achieving liquidity in a third party sale or in the acquisition of the Company by a special
purpose entity (“SPAC Transaction”) is something you would like to seek. The Board will reasonably support your effort
to sell up to 10.0% of your holdings in a third party sale or, if there is not a third party sale, in a SPAC Transaction, but note
that the sponsor of the SPAC Transaction and key investors of the SPAC Transaction will dictate the possibility of this occurring.
If the sponsor and key investors of the SPAC Transaction are supportive, then the Company may, in its sole discretion, consider
supporting your effort to sell more than 10.0% of your holdings.




     


     


    



 


 


5.            Definitions:


 


		(a)	“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 Non-Competition
and Non-Solicitation Agreement between you and the Company dated November 1, 2013 (the “Non-Competition and Non-Solicitation
Agreement”) and the Confidentiality and Intellectual Property Assignment Agreement between you and the Company dated June
26, 2013 (the “Confidentiality Agreement”); (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.



 


		(b)	“Change in Control Transaction” means (i) the consolidation or merger of the Company
into or with any other entity or entities (except a consolidation or merger into a subsidiary or merger in which the Company is
the surviving corporation and the holders of the Company’s voting stock outstanding immediately prior to the transaction constitute
not less than the holders of a majority of the voting stock of the surviving, successor or parent entity (as applicable) outstanding
immediately following the transaction); (ii) the sale, transfer or exclusive license by the Company of all or substantially all
of its assets; or (iii) the sale, exchange or transfer by the Company’s stockholders, in a single transaction or series of related
transactions, of capital stock representing a majority of the voting power at elections of directors of the Company (other than
a transaction or series of transactions in which the Company is the surviving entity and the holders of the Company’s voting stock
outstanding immediately prior to such transaction or series of transactions constitute the holders of a majority of the voting
stock outstanding immediately following such transaction or series of transactions and specifically excluding a direct issuance
of the securities by the Company where the principal business purpose is financing).





     


     


    



 


 


		(c)	“Continuing Obligations” means your obligations pursuant to the Non-Competition and
Non-Solicitation Agreement, the Confidentiality Agreement and any other agreement relating to confidentiality, assignment of inventions,
or other restrictive covenants.



 


		(d)	“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 change in the principal geographic location at which you are required to provide services to the
Company; or (iii) the material breach of this Addendum by the Company.



 


		(e)	“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.



 


		(f)	“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.”



 


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



 


		(h)	“Release Requirement” means the requirement that, as a condition of receiving the payments
set forth in Section 3 following a Qualifying Termination, (i) you sign a separation agreement in the form proposed by the Company
that will include, without limitation, a release of legal claims and a non-disparagement obligation and will provide that all payments
of Severance Pay shall immediately cease if you breach any of your Continuing Obligations, and (ii) the separation agreement becomes
irrevocable within 60 days after the date of termination or such short period as set forth in the separation agreement.



 


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







     


     


    



 


 


6.             Section 409A: Each payment pursuant to the terms of this Addendum 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 Addendum 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 Addendum, references to a “termination,” “termination of employment” or like terms shall mean
 “separation from service.” Notwithstanding anything to the contrary in this Addendum, 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 Addendum 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.


 


7.             Cooperation: During and after your employment, you shall cooperate with the Company in (i) the defense or prosecution
of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate
to events or occurrences that transpired while you were employed by the Company, provided the Board will make reasonable good faith
efforts to limit your future involvement in litigation matters to the extent it is able to do so consistent with its fiduciary
duties to the Company; and (ii) the investigation, whether internal or external, of any matters about which the Company believes
you may have knowledge or information; or (iii) any other matters that the Board reasonably determines you have knowledge or information
about based on your employment with the Company.


 


8.             Withholding; Tax Effect: All payments made by the Company to you under this Addendum shall be net of any tax or other
amounts required to be withheld by the Company under applicable law. Nothing in this Addendum shall be construed to require the
Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction
or withholding from any payment or benefit.




     


     


    



 


 


9.             Jurisdiction: You and the Company hereby consent to the jurisdiction of the state and federal courts of the Commonwealth
of Massachusetts. Accordingly, with respect to any such court action, you (a) submit to the exclusive personal jurisdiction of
such courts; (b) consent to service of process; and (c) waive any other requirement (whether imposed by statute, rule of court,
or otherwise) with respect to personal jurisdiction or service of process.


 


10.           Integration: This Addendum, together with the Offer Letter, the First Addendum and the Second Addendum, constitutes
the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between
the parties concerning such subject matter, provided by signing below you acknowledge and agree that Non-Competition and Non-Solicitation
Agreement and the Confidentiality Agreement remain in full force and effect. Further, any agreements you entered into with respect
to your equity interests in the Company, including the Restricted Stock Award Notice under the Markforged, Inc. 2013 Stock Option
and Grant Plan dated December 4, 2013 and the Restricted Stock Agreement under the Markforged, Inc. 2013 Stock Option and Grant
Plan between you and the Company, shall not be affected by this Addendum.


 


11.           Waiver; Amendment: No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving
party. The failure of any party to require the performance of any term or obligation of this Addendum, or the waiver by any party
of any breach of this Addendum, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of
any subsequent breach. This Addendum may be amended or modified only by a written instrument signed by you and by a duly authorized
member of the Board.


 


12.           Governing Law: This is a Massachusetts contract and shall be construed under and be governed in all respects by the
laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. With respect to any
disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied
by the United States Court of Appeals for the First Circuit.




     


     


    


 


 


13.           Successors and Assigns: Neither you nor the Company may make any assignment of this Addendum or any interest in it,
by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign
its rights and obligations under this Addendum without your consent to any affiliate or to any person or entity with whom the Company
shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially
all of its properties or assets; provided further that if you remain employed or become employed by the Company, the purchaser
or any of their affiliates in connection with any such transaction, then you shall not be entitled to any payments pursuant to
Section 3 of this Addendum solely as a result of such transaction. This Addendum shall inure to the benefit of and be binding upon
you and the Company, and each of your and the Company’s respective successors, executors, administrators, heirs and permitted
assigns. In the event of your death after your termination of employment but prior to the completion by the Company of all payments
due to you under this Addendum, the Company shall continue such payments to your beneficiary designated in writing to the Company
prior to your death (or to your estate, if the you fail to make such designation).


 


14.           Counterparts: This Addendum may be executed in any number of counterparts, each of which when so executed and delivered
shall be taken to be an original; but such counterparts shall together constitute one and the same document.


 


[Signature page follows.]






     


     


    


 


 


We hope that you will accept the terms
set forth in this Addendum and continue to play an important role in the continued success of Markforged. You may indicate your
agreement with these terms and accept this Addendum by signing and dating the electronic copy of this Addendum. This offer will
expire at 5pm EDT on October 21, 2020.


 


We look forward to continuing to work with
you. Should you have any questions, please do not hesitate to contact me.


 


Sincerely,


 


	/s/ Paul Milbury	 



 


Paul Milbury,


 


Board Representative


 


Accepted by:


 





	/s/David Benhaim	 


 


David Benhaim