Exhibit 10.5


 


Amendment to Share Escrow Agreement


 


THIS AMENDMENT TO SHARE ESCROW
AGREEMENT (this “Amendment”) is made and entered into as of September 29, 2021, by and among (i) Galileo
Acquisition Corp., a Cayman Islands exempted company (together with its successors, including without limitation after the Domestication
(as defined below), the “Company”), (ii) Galileo Founders Holdings, L.P., a Delaware limited
partnership (the “Sponsor”) and (iii) Continental Stock Transfer & Trust Company, a New
York corporation, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein
shall have the respective meanings assigned to such terms in the Share Escrow Agreement (as defined below).


 


RECITALS


 


WHEREAS,
the Company, Sponsor and Escrow Agent are parties to that certain Share Escrow Agreement, dated as of October 17, 2019 (the “Share
Escrow Agreement”), pursuant to which Sponsor, as a condition to the Company’s initial public offering, agreed to
deposit 3,450,000 ordinary shares of the Company which were originally issued to Sponsor as “insider shares” (as described
in the Prospectus) prior to the Company’s initial public offering (together with any shares of Common Stock issued in exchange for
such shares in the Domestication, the “Insider Shares”) into escrow with the Escrow Agent;


 


WHEREAS,
on or about the date hereof, (i) the Company, (ii) Galileo Acquisition Holdings Inc., a Delaware corporation (“Merger
Sub”), and a wholly-owned subsidiary of the Company, (iii) Sponsor, in the capacity as the purchaser representative
thereunder, (iv) Fortis Advisors LLC, in the capacity as the seller representative thereunder, and (v) Shapeways, Inc.,
a Delaware corporation (“Shapeways”), entered into that certain Agreement and Plan of Merger (as amended from
time to time in accordance with the terms thereof, the “Merger Agreement”);


 


WHEREAS,
pursuant to the Merger Agreement, among other matters, (i) the Company shall continue out of the Cayman Islands and into the State
of Delaware so as to re-domicile as and become a Delaware corporation (the “Domestication”) pursuant to the
Cayman Islands Companies Law and the applicable provisions of Delaware General Corporation Law (the “DGCL”),
(ii) Merger Sub will merge with and into Shapeways, with Shapeways continuing as the surviving entity (the “Merger”),
and (iii) as a result of which, among other matters, all of the issued and outstanding capital stock of Shapeways immediately prior
to the Effective Time (as defined in the Merger Agreement) shall no longer be outstanding and shall automatically be cancelled and shall
cease to exist, in exchange for the right for each stockholder of Shapeways to receive its share of the Stockholder Merger Consideration
(as defined in the Merger Agreement) as set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth
in the Merger Agreement and in accordance with the applicable provisions of the DGCL;


 


WHEREAS,
in connection with the Merger Agreement, the parties hereto desire to amend the Share Escrow Agreement to revise the terms thereof in
order to reflect the transactions contemplated by the Merger Agreement, including, without limitation, to modify the “Escrow Period”
under the Share Escrow Agreement to align with the lock-up period reflected in the Lock-Up Agreements entered into by Galileo and certain
Shapeways stockholders simultaneously with the Merger Agreement (subject to the terms set forth herein).


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations,
warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1. Amendments
to Share Escrow Agreement. The parties hereto hereby agree to the following amendments to the Share Escrow Agreement:


 


(a) The
defined terms in this Amendment, including without limitation in the preamble and recitals hereto, are hereby added to the Share Escrow
Agreement as if they were set forth therein.


 






     


     


    

 


(b) The
parties hereby agree that the term “Escrow Shares” as used in the Share Escrow Agreement shall include any and
all shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) into which the
Insider Shares on deposit with the Escrow Agent automatically convert upon the effectiveness of the Domestication (and any other securities
of the Company or any successor entity issued in consideration of (including without limitation as a stock split, dividend or distribution)
or in exchange for any of such securities), which shares of Common Stock shall continue to be held as Escrow Shares after the closing
of the transactions contemplated by the Merger Agreement (the “Closing”), in accordance with the terms and conditions
of the Share Escrow Agreement, as amended by this Amendment. The parties further agree that any reference in the Share Escrow Agreement
to “Ordinary Shares” will instead refer to the Common Stock (and any other securities of the Company or any successor entity
issued in consideration of (including without limitation as a stock split, dividend or distribution) or in exchange for any of such securities).


 


(c) The
parties hereby agree that, effective and conditioned upon the Closing, Section 3.1 of the Share Escrow Agreement is hereby amended
to state the following: “The Escrow Agent shall hold the Certificates during the period (the “Escrow Period”) commencing
on the date hereof, ending on the earlier of (x) 180 days after the date of the Closing, and (y) the date after the Closing
on which the Company consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that
results in all of the Company’s stockholders having the right to exchange their equity holdings in the Company for cash, securities
or other property. As promptly as possible after the occurrence of an event resulting in the ending of the Escrow Period, the Company
will notify and certify to the Escrow Agent in writing that a transaction described in the preceding sentence has been consummated, and
the Escrow Agent will thereupon release the Escrow Shares to the Sponsor. As promptly as possible after the occurrence of any such event,
the Company will notify and certify to the Escrow Agent in writing that a transaction described in the preceding sentence has been consummated,
and the Escrow Agent will thereupon release the Escrow Shares to the Sponsor.”


 


2. Effectiveness.
Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that
the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of
the parties hereunder shall automatically terminate and be of no further force or effect.


 


3. Miscellaneous.
Except as expressly provided in this Amendment, all of the terms and provisions in the Share Escrow Agreement are and shall remain in
full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by
implication, an amendment or waiver of any provision of the Share Escrow Agreement, or any other right, remedy, power or privilege of
any party thereto, except as expressly set forth herein. Any reference to the Share Escrow Agreement in the Share Escrow Agreement or
any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Share
Escrow Agreement, as amended by this Amendment (or as the Share Escrow Agreement may be further amended or modified in accordance with
the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with
the provisions of the Share Escrow Agreement, including without limitation Section 6.1 thereof.


 


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IN
WITNESS WHEREOF, each party hereto has caused this Amendment to Share Escrow Agreement to be executed and delivered as of the
date first written above.


 


	 	The Company:
	 	GALILEO ACQUISITION CORP.
	 	By:	/s/ Luca Giacometti
	 	Name:	Luca Giacometti
	 	Title:	Chairman & Chief Executive Officer
	 	Initial Shareholders:
	 	GALILEO FOUNDERS HOLDINGS, L.P.
	 	By:	GALILEO FOUNDERS GP CORP., its General Partner
	 	By:	/s/ Alberto Recchi
	 	Name:	Alberto Recchi
	 	Title:	President


 


{Signature Page to Amendment to Share
Escrow Agreement}


 


	 	The Escrow Agent:
	 	Continental Stock Transfer & Trust Company







	 	By:	/s/ Ana Gois
	 	Name:	Ana Gois
	 	Title:	Vice President




 


{Signature Page to Amendment to Share
Escrow Agreement}


 


Accepted and Agreed by:


EarlyBirdCapital, Inc.


	By:	/s/ Mike Powell	 
	Name:	Mike Powell	 
	Title: 	Senior Managing Director	 







 


{Signature Page to
Amendment to Share Escrow Agreement}