Exhibit 10.8


 


Execution Version



 


AMENDED AND RESTATED


REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2020, is made and entered
into by and among:


 


(i)            Trine
Acquisition Corp., a Delaware corporation (“Trine”); and


 


(ii)            certain
equityholders of Trine as set forth on Schedule A hereto (the “Sponsor Equityholders”); and


 


(iii)           certain
equityholders of Desktop Metal, Inc., a Delaware corporation (“Legacy DM”), as set forth on Schedule
B hereto (collectively, the “DM Equityholders” and, together with the Sponsor Equityholders and
any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a
 “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, Trine
and Trine Sponsor 1H LLC, a Delaware limited liability company (“Sponsor”), are party to that certain
Registration Rights Agreement, dated as of March 14, 2019, with each of the other individuals party thereto (the “Original
RRA”);


 


WHEREAS, Trine
and Desktop Metal, Inc., a Delaware corporation (“Legacy DM”), are party to that certain Agreement
and Plan of Merger, dated as of August 26, 2020 (as it may be amended, supplemented, restated or otherwise modified from
time to time, the “Merger Agreement”), by and among Trine, Legacy DM and Sparrow Merger Sub, Inc.,
a Delaware corporation and a direct, wholly owned subsidiary of Trine (“Merger Sub”), pursuant to which,
(i) Merger Sub will merge with and into Legacy DM, with Legacy DM being the surviving entity and a wholly-owned subsidiary
of Trine (the “Merger”);


 


WHEREAS, following
the consummation of the Merger, Trine will be renamed “Desktop Metal, Inc.” (Trine, following the consummation
of the Merger, the “Company”) and, concurrently, Legacy DM will be renamed; and


 


WHEREAS, in
connection with the consummation of the transactions described above (the “Transactions”), Trine, Sponsor
and the other parties to the Original RRA desire to amend and restate the Original RRA in its entirety as set forth herein, and
Trine and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:


 


Article I

DEFINITIONS


 


1.1            Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer of the Company or the Board, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,
declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making
such information public.


 






    


     


    

 


“Action”
means any claim, action, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation,
by or before any Governmental Authority.


 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Board”
means the board of directors of the Company.


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing
Date” shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall mean the common stock of the Company, par value $0.0001 per share.


 


“Company”
shall have the meaning given in the Recitals hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


“DM Equityholders”
shall have the meaning given in the Preamble hereto.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“FINRA”
the Financial Industry Regulatory Authority Inc.


 


“Form S-1
Shelf” shall have the meaning given in Section 2.1.1.


 


“Form S-3
Shelf” shall have the meaning given in Section 2.1.1.


 


“Governmental
Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority,
regulatory or administrative agency (which for the purposes of this Agreement shall include FINRA and the Commission), governmental
commission, department, board, bureau, agency or instrumentality, court or tribunal.


 


“Governmental
Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered
by or with any Governmental Authority.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 






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“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Law”
means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.


 


“Lockup
Agreement” shall mean the Confidentiality and Lockup Agreement, dated as of August 26, 2020, by and among Trine
and the other parties thereto, as the same may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time.


 


“Lock-Up
Period” shall have the meaning given in the Lockup Agreement.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.1.5.


 


“Merger”
shall have the meaning given in the Recitals hereto.


 


“Merger
Agreement” shall have the meaning given in the Recitals hereto.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus,
in the light of the circumstances under which they were made) not misleading.


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Lockup Period pursuant to the Lockup Agreement.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock held by a Holder immediately following the
Closing (including shares of Common Stock distributable pursuant to the Merger Agreement and the conversion of the Company’s
Class B Common Stock), (b) any shares of Common Stock that may be acquired by Holders upon the exercise of a warrant
or other right to acquire Common Stock held by a Holder immediately following the Closing, (c) any shares of Common Stock
or warrants to purchase shares of Common Stock (including any shares of Common Stock issued or issuable upon the exercise of any
such warrant) of the Company otherwise acquired or owned by a Holder following the date hereof to the extent that such securities
are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as
defined in Rule 144) of the Company, and (d) any other equity security of the Company or any of its subsidiaries issued
or issuable with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend or
stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable
Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement by the applicable Holder; (B) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any
successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as
to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a
public distribution or other public securities transaction.


 






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“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the expenses of a Registration, including, without limitation, the following:


 


(A)           all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;


 


(B)            fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for
the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)            printing,
messenger, telephone and delivery expenses;


 


(D)            reasonable
fees and disbursements of counsel for the Company;


 


(E)            reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and


 


(F)            reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering
(not to exceed $35,000 without the consent of the Company).


 


“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration, as the case may be.


 






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“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement,
including a Piggyback Registration.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Sponsor Equityholders”
shall have the meaning given in the Preamble.


 


“Subsequent
Shelf Registration” shall have the meaning given in Section 2.1.2.


 


“Transactions”
shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making
activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 


Article II

REGISTRATIONS AND OFFERINGS


 


2.1          Shelf
Registration.


 


2.1.1        Filing.
The Company shall file within 45 days of the Closing Date, and use commercially reasonable efforts to cause to be declared effective
as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1
Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on
Form S-3 (the “Form S-3 Shelf”), in each case, covering the resale of all the Registrable
Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide
for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall
prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep
a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time
as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use
its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3
Shelf as soon as practicable after the Company is eligible to use Form S-3.


 



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2.1.2        Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable
Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts
to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining
the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts
to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any
order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration”) registering the resale of all Registrable Securities (determined as of two business days prior
to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement
(as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined
in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep
such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3
to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another
appropriate form.


 


2.1.3        Additional
Registerable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a
delayed or continuous basis, the Company, upon request of a DM Equityholder or a Sponsor Equityholder that holds at least five
(5.0%) percent of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such
Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective
amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing
and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the
Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for the DM Equityholders,
on the one hand, and the Sponsor Equityholders, on the other hand.


 


2.1.4        Requests
for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the Commission,
any DM Equityholder or Sponsor Equityholder (any of the DM Equityholders or the Sponsor Equityholders being, in such case, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other
coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”);
provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include
Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed,
in the aggregate, $75 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf
Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right
to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks),
subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed).
The DM Equityholders, on the one hand, and the Sponsor Equityholders, on the other hand, may each demand not more than two (2) Underwritten
Shelf Takedowns pursuant to this Section 2.1.4 in any 12-month period. Notwithstanding anything to the contrary in this Agreement,
the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3,
that is then available for such offering.


 






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2.1.5        Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises
the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or
number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together
with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common
Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate
written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum
number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company
or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting
Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be
sold without exceeding the Maximum Number of Securities. To facilitate the allocation of Registrable Securities in accordance
with the above provisions, the Company or the Underwriters may round the number of shares allocated to any Holder to the nearest
100 shares. The Company shall not be required to include any Registrable Securities in such Underwritten Shelf Takedown unless
the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.


 


2.1.6        Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right
to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Shelf
Takedown; provided that any DM Equityholder or Sponsor Equityholder may elect to have the Company continue an Underwritten
Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in
the Underwritten Shelf Takedown by the DM Equityholders, the Sponsor Equityholders or any of their respective Permitted Transferees,
as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown
for purposes of Section 2.1.4, unless either (i) the Demanding Holder has not previously withdrawn any Underwritten
Shelf Takedown or (ii) the Holder reimburses the Company for all Registration Expenses with respect to such Underwritten
Shelf Takedown; provided that, if a DM Equityholder or a Sponsor Equityholder elects to continue an Underwritten Shelf
Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as
an Underwritten Shelf Takedown demanded by the DM Equityholders or the Sponsor Equityholders, as applicable, for purposes of Section 2.1.4.
Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders
that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under
this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of
the second sentence of this Section 2.1.6.


 






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2.2          Piggyback
Registration.


 


2.2.1        Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or
if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its
own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including,
without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1 hereof), other than a Registration Statement
(or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit
plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to
Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible
into equity securities of the Company or, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the
Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable
but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten
Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for
marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such
offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering
such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2,
the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable,
shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration
to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein
on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s
agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering.


 


2.2.2        Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell,
taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered
offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders
of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant
to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration
or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Securities, then:


 


(a)            If
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights
to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number
of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of
Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without
exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which
Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other
stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 






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(b)            If
the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common
Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights
to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number
of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of
Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other
equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate
written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities;
and


 


(c)            If
the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1
hereof, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.1.5.


 


2.2.3        Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from
an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right
to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback
Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus
supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good
faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance,
shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the
contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses
incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.


 


2.2.4        Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 






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2.3            Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade), each
Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees that it
shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering
pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date
of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering
of Common Stock, except in the event the Underwriters managing the offering otherwise agree by written consent. Each Holder agrees
to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms
and conditions as all such Holders).


 


2.4           Block
Trades.


 


2.4.1        Notwithstanding
the foregoing, at any time and from time to time when an effective Shelf is on file with the Commission and effective, if a Demanding
Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an
offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably
expected to exceed, in the aggregate, either (x) $100 million or (y) all remaining Registrable Securities held by the
Demanding Holder, then notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder need
only to notify the Company of the Block Trade at least five (5) business days prior to the day such offering is to commence
and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided
that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall
use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate
preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.


 


2.4.2        Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade, a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal
Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with a block trade prior to its withdrawal under this Section 2.4.2.


 


2.4.3        Notwithstanding
anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding
Holder pursuant to this Agreement.


 


2.4.4        The
Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of
one or more reputable nationally recognized investment banks).


 


Article III

COMPANY PROCEDURES


 


3.1          General
Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1        prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities have ceased to be Registrable Securities;


 






    	 	10	 



     


    

 


3.1.2        prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five (5.0%) percent of the Registrable Securities
registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3        prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration
Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;


 


3.1.4         prior
to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or
qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5        cause
all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company
are then listed;


 


3.1.6        provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7        advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


3.1.8        at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus (or such shorter period of time as may be necessary in order to comply with the Securities
Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable),
furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing
made under the Exchange Act that is to be incorporated by reference therein);


 






    	 	11	 



     


    

 


3.1.9        notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10      permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters
agree to confidentiality arrangements reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11      obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering or other coordinated offering that is registered pursuant to a Registration Statement, in customary form and covering
such matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type
of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


3.1.12      on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 


3.1.13      in
the event of any Underwritten Offering or other coordinated offering that is registered pursuant to a Registration Statement,
enter into and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary
form, with the managing Underwriter, sales agent or placement agent of such offering;


 


3.1.14      make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
successor rule then in effect);


 


3.1.15      if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50 million with respect
to an Underwritten Offering pursuant to Section 2.1.4, use its reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in such Underwritten Offering; and


 


3.1.16      otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 






    	 	12	 



     


    

 


Notwithstanding the foregoing, the Company
shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such
Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering
or other coordinated offering that is registered pursuant to a Registration Statement.


 


3.2            Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition
of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3            Requirements
for Participation in Registration Statement Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary,
if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice
of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such
information. No person may participate in any Underwritten Offering or other coordinated offering for equity securities of the
Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents
as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as
a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included
in such Registration.


 


3.4          Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1        Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment
as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed.


 


3.4.2        If
the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would
(a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial
statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment
of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes
as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose.
In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with
any sale or offer to sell Registrable Securities.


 


3.4.3        (a) During
the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of,
and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided
that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable
Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten
Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such
offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering
pursuant to Section 2.1.4 or 2.4.


 






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3.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any
documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System
shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further
covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to
time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then
in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


Article IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1          Indemnification.


 


4.1.1        The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and
agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from
any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information
or affidavit so furnished in writing to the Company by such Holder expressly for use therein.


 


4.1.2        In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law,
shall indemnify the Company, its directors, officers and agents and each person who controls the Company (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including without limitation
reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing
by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several,
not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities
shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant
to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.


 






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4.1.3        Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 


4.1.4        The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


4.1.5        If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred
to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party
or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this
Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise
to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall
be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any
legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable
considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5
from any person who was not guilty of such fraudulent misrepresentation.


 






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Article V

MISCELLANEOUS


 


5.1            Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery
service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day),
addressed as follows. Any notice or communication under this Agreement must be addressed, if to the Company, to 63 Third Avenue,
Burlington, Massachusetts, 01803, Attention: General Counsel and Chief Financial Officer, Email: meg.broderick@desktopmetal.com;
elizabeth.linardos@desktopmetal.com, and, if to any Holder, at such Holder’s address or facsimile number as set forth in
the Company’s books and records. Any party may change its address for notice at any time and from time to time by written
notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section 5.1.


 


5.2          Assignment;
No Third Party Beneficiaries.


 


5.2.1        This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


5.2.2        A
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to
any person to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities
following such transfer and such person agrees to become bound by the terms and provisions of this Agreement.


 


5.2.3        No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).


 


5.2.4        Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted
successors and assigns. Any attempted assignment in violation of the terms of this Section 5.02 shall be null and void, ab
initio.


 


5.2.5        This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and Section 5.2 hereof.


 


5.3          Captions;
Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


5.4          Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of,
or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with,
the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of Laws of another jurisdiction.


 






    	 	16	 



     


    

 


5.5          Jurisdiction;
Waiver of Jury Trial.


 


5.5.1        Any
Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the
Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located
in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in
any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum,
agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring
any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein
contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal
proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained
in any Action brought pursuant to this Section 5.5.1.


 


5.5.2        EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


5.6          Amendments
and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable
Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any
of such provisions, covenants or conditions may be amended or modified; provided, however, that in the event any
such waiver, amendment or modification would be adverse in any material respect to the material rights or obligations hereunder
of a Holder of at least five (5.0%) percent of the Registrable Securities, the written consent of such Holder will also be required;
provided further that in the event any such waiver, amendment or modification would be disproportionate and adverse in
any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also
be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the
part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights
or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party
shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.7         Termination
of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification
or similar rights of the Holders with respect to any shares or securities of Trine or Legacy DM granted under any other agreement,
including, but not limited to, the Original RRA and the Fourth Amended and Restated Investors' Rights Agreement, dated as of January 14,
2019, by and among Legacy DM, each of the investors listed on Schedule A thereto, and Future Fund Investment Company No.4 Pty
Ltd., and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of
no further force and effect.


 


5.8         Term.
This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities.
The provisions of Section 3.5 and Article IV shall survive any termination.


 


5.9          Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


[SIGNATURE PAGES FOLLOW]


 






    	 	17	 



     


    





 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	TRINE ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/ Pierre Henry
	 	 	Name:	Pierre Henry
	 	 	Title:	 Chief Financial Officer



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    







 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	HOLDERS:
	 	 
	 	Trine Sponsor 1H, LLC
	 	 
	 	By:	/s/ Pierre Henry
	 	 	Name:	 Pierre Henry
	 	 	Title:	Chief Financial Officer
	 	 
	 	 
	 	/s/ Leo Hindery, Jr.
	 	Leo Hindery, Jr.
	 	 
	 	/s/ M. Ian G. Gilchrist
	 	M. Ian G. Gilchrist
	 	 
	 	/s/ Pierre M. Henry
	 	Pierre M. Henry
	 	 
	 	/s/ Mark J. Coleman
	 	Mark J. Coleman
	 	 
	 	/s/ Josephine Linden
	 	Josephine Linden
	 	 
	 	/s/ Marc Nathanson
	 	Marc Nathanson
	 	 
	 	/s/ Kent R. Sander
	 	Kent R. Sander
	 	 
	 	/s/ Tom Wasserman
	 	Tom Wasserman
	 	 
	 	/s/ Abbas F. Zuaiter
	 	Abbas F. Zuaiter



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 





	 	/s/ Yves A. Behar
	 	Yves A. Behar



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 





	 	Bolt Fund II LP
	 	 
	 	 
	 	By:	/s/ Axel Bichara
	 	 	Name:	 Axel Bichara
	 	 	Title:	 General Partner



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    










 





	 	Crashfund, LLC
	 	 
	 	 
	 	By:	/s/ Jeff Seibert
	 	 	Name:	Jeff Seibert
	 	 	Title:	Manager



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    







 


	 	Data Collective III, L.P.,
	 	on behalf of itself and as nominee for certain affiliated entities
	 	 
	 	By: Data Collective III GP, LLC, its general partner
	 	 
	 	 
	 	By:	/s/ Zachary Bogue
	 	 	Name:	Zachary Bogue
	 	 	Title:	Managing Member






 


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	 	DCVC Opportunity Fund II, L.P.
	 	on behalf of itself and as nominee for certain affiliated
entities
	 	 
	 	By:	 DCVC Opportunity Fund II GP, LLC
	 	Its: General Partner
	 	 
	 	 
	 	By:	/s/ Zachary Bogue
	 	 	Name:	Zachary Bogue
	 	 	Title:	Managing Member



 


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	 	/s/ Elizabeth Hitchcock
	 	Elizabeth Hitchcock






 


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	 	Ford Motor Company
	 	 
	 	 
	 	By:	/s/ Gary A. Johnson
	 	 	Name:	Gary A. Johnson
	 	 	Title:	 Chief Manufacturing & Labor Affairs Officer
	 	 	 	 
	 	 	8/24/2020






 


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	 	Founder Collective II, L.P.
	 	 
	 	 
	 	By:	/s/ Eric Paley
	 	 	Name:	Eric Paley
	 	 	Title:	Managing Member
	 	 
	 	 
	 	Founder Collective Entrepreneurs’ Fund II,
L.P.
	 	 
	 	 
	 	By:	/s/ Eric Paley
	 	 	Name:	Eric Paley
	 	 	Title:	Managing Member



 


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	 	Founding Pillar Fund,
    LLC
	 	 
	 	 
	 	By:	 /s/ Jamie Goldstein
	 	 	Name: Jamie Goldstein
	 	 	Title: Founder




 


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	 	GV 2016, L.P.
	 	 
	 	By: GV 2016 GP, L.P., its general
    partner
	 	 
	 	By: GV 2016 GP, L.L.C., its
    general partner
	 	 
	 	 
	 	By:	/s/ Daphne Chang
	 	 	Name: Daphne Chang
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	GV 2017, L.P.
	 	 
	 	By: GV 2017 GP, L.P., its general
    partner
	 	 
	 	By: GV 2017 GP, L.L.C., its
    general partner
	 	 
	 	 
	 	By:	/s/ Daphne Chang
	 	 	Name: Daphne Chang
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	GV 2019, L.P.
	 	 
	 	By: GV 2019 GP, L.P., its general
    partner
	 	 
	 	By: GV 2019 GP, L.L.C., its
    general partner
	 	 
	 	 
	 	By:	/s/ Daphne Chang
	 	 	Name: Daphne Chang
	 	 	Title: Authorized Signatory




 


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	 	/s/
    Jeff Fagnan
	 	Jeff Fagnan




 


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	 	KDT DESKTOP METAL HOLDINGS,
    LLC
	 	 
	 	 
	 	By:	/s/ Knight, Bryan L
	 	Name: Knight, Bryan L
	 	Title: Managing Director




 


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	 	KPCB Holdings, Inc.,
    as nominee
	 	 
	 	 
	 	By:	/s/ Susan Biglieri
	 	 	Name: Susan Biglieri
	 	 	Title: COO/CFO




 


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	 	Lux Ventures IV, L.P.
	 	 
	 	By: Lux Venture Partners, LLC,
    its general partner
	 	 
	 	 
	 	By:	/s/ Peter Hebert
	 	 	Name: Peter Hebert
	 	 	Title: Managing Director
	 	 
	 	Lux Co-Invest Opportunities,
    L.P.
	 	 
	 	By: Lux Co-Invest Partners,
    LLC, its general partner
	 	 
	 	 
	 	By:	/s/ Peter Hebert
	 	 	Name: Peter Hebert
	 	 	Title: Managing Director




 


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	 	Magmanor, L.L.C.
	 	 
	 	 
	 	By:	/s/ Warren Hogarth
	 	 	Name: Warren Hogarth
	 	 	Title: Member




 


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	 	/s/ Michael L. Volpe
	 	Michael L. Volpe


 


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	 	Moonrise Venture Partners
    I LP
	 	 
	 	 
	 	By:	/s/
    Donald T Pascal
	 	 	Name: Donald T Pascal
	 	 	Title: Managing Member of Moonrise Venture
    Partners GP I LLC, general partner




 


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	 	New Enterprise Associates
    15, L.P.
	 	 
	 	By: NEA Partners 15, L.P.,
    its general partner
	 	 
	 	By: NEA 15 GP, LLC, its general
    partner
	 	 
	 	 
	 	By:	/s/ Stephanie S. Brecher
	 	 	Name: Stephanie S. Brecher
	 	 	Title: General Counsel
	 	 
	 	NEA Ventures 2015, Limited
    Partnership
	 	 
	 	 
	 	By:	/s/ Louis S. Citron
	 	 	Name: Louis S. Citron
	 	 	Title: Vice-President




 


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		Panasonic Ventures, LLC



 


		By:	/s/ Carey
                                         Lai
	 	 	  Name:  Carey Lai
	 	 	  Title:  President



 


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Rights Agreement]


 






     


     


    

 


		/s/Ric Fulop
	 	  Ric Fulop



 


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		Riot Ventures Opportunity
                                         II-A, L.P.



 


		By:	/s/ Stephen
                                         Marcus
	 	 	  Name: Stephen Marcus
	 	 	  Title:



 


		Riot Ventures Opportunity II-B, LLC



 


		By:	 PROOF GP, LLC






		Its:	Manager



 


		By:	/s/ Thanasis
                                         Delistathis
	 	 	  Name:  Thanasis Delistathis
	 	 	  Title:  Managing Member



 


		Riot Ventures Opportunity P, LLC



 


		By:	 PROOF GP, LLC






		Its:	Manager



 


		By:	/s/ Thanasis
                                         Delistathis
	 	 	  Name: Thanasis Delistathis
	 	 	  Title: Managing Member



 


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		SAEV Guernsey Holdings
                                         Limited



 


		By:	/s/ Mahdi
                                         F. Aladel
	 	 	  Name: Mahdi F. Aladel
	 	 	  Title: Chief Executive Officer



 


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		Vertex Ventures US Fund I,
L.P.



 


		By:	/s/ Jonathan
                                         Heiliger
	 	 	  Name: Jonathan Heiliger
	 	 	  Title: Manager



 


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		Executed by Future Fund Investment Company No.4 Pty Ltd (ABN 62 126 279 918)
                                                     by its attorney under power of attorney dated July 10, 2019 (who, by signing, confirms they have received no notice of
                                                     revocation of that power):



 


		By:	/s/ Kylie
                                         Yong
	 	 	  Name: Kylie Yong
	 	 	  Title: Company Secretary



 


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	EXECUTED on behalf of THE NORTHERN TRUST	)	 
	COMPANY (ABN 62 126 279 918),  a company incorporated	)	 
	in the State of Illinois in the United States of America, solely
in	)	 
	its capacity as custodian for Future Fund Investment Company	)	 
	No.4 Pty Ltd (ABN 134 338 908); provided, that The Northern	)	 
	Trust Company (ABN 52 126 279 918) (the “FF Investor”)	)	 
	enters into and is liable under this Agreement only in its	)	 
	capacity as custodian for Future Fund Investment Company	)	 
	No.4 Pty Ltd (ABN 134 338 908 (the “FF Beneficial Investor”),	)	 
	and to the extent that the FF Investor is actually indemnified
by	)	 
	the FF Beneficial Investor; provided, further that, to the extent	)	 
	this provision operates to reduce the amounts for which the
FF	)	 
	Investor would otherwise be liable to any person, the FF	)	 
	Beneficial Investor will pay or procure the payment of such	)	 
	amounts to such person.	 	/s/
                                         JAMES MCLAREN
	 	 	By executing this agreement the signatory warrants
that the signatory is duly authorized to execute this agreement on behalf of THE NORTHERN
                                         TRUST COMPANY



 


	By:	JAMES MCLAREN



 


being a person who, in accordance with the laws of that


territory, is acting under the authority of the company.


 


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	 	BLUEBIRD TRUST
	 	 
	 	By: 	/s/ Steven Papa
	 	Name: Steven Papa
	 	Title: Trustee




 


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	 	KHAKI CAMPBELL TRUST
	 	 
	 	By:	/s/ Steven Papa
	 	Name: Steven Papa
	 	Title: Trustee




 


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	 	RED TAILED HAWK TRUST
	 	 
	 	By:	 /s/ Steven Papa
	 	Name: Steven Papa
	 	Title: Trustee




 


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	 	Entrepreneur America Mentors, LLC
	 	 
	 	By:	/s/ Theresa W. Ryan
	 	 	Name: Theresa W. Ryan
	 	 	Title: Managing Member




 


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	 	The LAUNCH Fund I LP
	 	 
	 	By:	/s/ Jason Calacanis
	 	 	Name: Jason Calacanis
	 	 	Title: General Partner




 


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	 	/s/ Andrew H. Palmer
	 	Andrew H. Palmer




 


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	 	Pillar I, L.P.
	 	By: Pillar I GP, LLC, its General Partner
	 	 
	 	By:	/s/ Jamie Goldstein
	 	 	Name: Jamie Goldstein
	 	 	Title: Managing Member




 


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	 	BMW i Ventures SCS, SICAV-RAIF,
	 	Duly represented by BMW I Ventures, Inc.
	 	Itself duly represented by Marcus Behrendt and Dr. Ulrich Quay
	 	 
	 	By:	/s/ Marcus Behrendt
	 	 	Name: Marcus Behrendt
	 	 	Title: CEO
	 	 
	 	By:	/s/ Dr. Ulrich Quay
	 	 	Name: Dr. Ulrich Quay
	 	 	Title: President




 


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	40 NORTH VENTURES LP
	By: 40 North VC GP LLC
	Its: General Partner
	 
	By:	/s/ David Millstone	 
	Name: David Millstone
	Title: Principal




 


Address for Notice:


 


9 West 57th Street , 46th Floor


New York, NY 10019


Email: ventureslegal@40north.com


 


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	 	Home Technologies Ventures I, LLC
	 	 
	 	By:	/s/ Christopher Langford
	 	Name: Christopher Langford
	 	Title:




 


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	 	/s/ James M. Moran
	 	James M. Moran




 


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	 	/s/ Jeffrey Immelt
	 	Jeffrey Immelt




 


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	 	/s/ Rich D’Amore
	 	Rich D’Amore




 


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	 	Techtronic Industries Co., Ltd.
	 	 
	 	By:	/s/ Frank Chan
	 	 	Name: Frank Chan
	 	 	Title: CFO




 


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	 	Tyche Partners, L.P.
	 	 
	 	By:	 /s/ Weijie Yum
	 	 	Name: Weijie Yum
	 	 	Title: Managing Partner
	 	 
	 	Tyche Partners II, L.P.
	 	 
	 	By:	 /s/ Weijie Yum
	 	 	Name: Weijie Yum
	 	 	Title: Managing Partner




 


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Schedule A


 


Sponsor Equityholders


 


Trine Sponsor 1H LLC


Leo Hindery, Jr.


Ian G. Gilchrist


Mark J. Coleman


Pierre M. Henry


Josephine Linden


Marc Nathanson


Kent R. Sander


Tom Wasserman


Abbas F. Zuaiter


 






    


     


    

 





Schedule B


 


DM Equityholders


 


GV 2016, L.P.


GV 2017, L.P.


GV 2019, L.P.


New Enterprise Associates 15, L.P.


NEA Ventures 2015, Limited Partnership


Lux Ventures IV, L.P.


Lux Co-Invest Opportunities, L.P.


KPCB Holdings, Inc., as nominee


Entrepreneur America Mentors, LLC


Founder Collective II, L.P.


Founder Collective Entrepreneurs' Fund II, L.P.


Bolt Fund II LP


Data Collective III, L.P.


The LAUNCH Fund I LP


Magmanor, L.L.C.


Michael L. Volpe


Andrew H. Palmer


Crashfund, LLC


Elizabeth Hitchcock


Pillar I, L.P.


Founding Pillar Fund, LLC


Rich D’Amore


James M. Moran


Yves A. Behar


SAEV Guernsey Holdings Limited


Tyche Partners, L.P.


Tyche Partners II, L.P.


Home Technology Ventures I, LLC


BMW i Ventures SCS, SICAV-RAIF


The Northern Trust Company (ABN 62 126 279 918) in its capacity
as custodian for the Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 908)


Panasonic Ventures, LLC


Moonrise Venture Partners I LP


DCVC Opportunity Fund II, L.P.


Vertex Ventures US Fund I, L.P.


Techtronic Industries Co., Ltd.


Jeffrey Immelt


KDT Desktop Metal Holdings, LLC


Riot Ventures Opportunity II-A, L.P.


Riot Ventures Opportunity II-B, LLC


Riot Ventures Opportunity P, LLC


Bluebird Trust


Khaki Campbell Trust


Red Tailed Hawk Trust


Ford Motor Company


Jeff Fagnan


Ric Fulop


40 North Ventures LP