Exhibit 10.17.2


 


Shapeways, Inc.
2010 Stock Plan


 


Notice
of Stock Option Grant (Early Exercise)


 


The Optionee has been granted the following option
to purchase shares of the Common Stock of Shapeways, Inc.:


 


	Name of Optionee:	 	Greg Kress
	 	 	 
	Total Number of Shares:	 	                                             
	 	 	 
	Type of Option:	 	Incentive Stock Option1
	 	 	 
	Exercise Price per Share:	 	$                              
	 	 	 
	Date of Grant:	 	                                             
	 	 	 
	Date Exercisable:	 	This option may be exercised at any time after the Date of Grant for all or any part of the Shares subject to this option.
	 	 	 
	Vesting Commencement Date:	 	                                             
	 	 	 
	Vesting Schedule:	 	[Insert vesting schedule.] The Right of Repurchase
    may lapse on an accelerated basis under Section 7(b) of the Stock Option Agreement.
	 	 	 
	Expiration Date:	 	                                             .
    This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option
    Agreement.




 


By signing below, the Optionee and the Company
agree that this option is granted under, and governed by the terms and conditions of, the 2010 Stock Plan and the Stock Option Agreement.
Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. Section 14 of the Stock Option
Agreement includes important acknowledgements of the Optionee.


 


	Optionee:	 	Shapeways, Inc.




 


	 	 	By:	 







	 	 	Name:	 
	 	 	Title:	 




 





 








1
The option shall be deemed to be an NSO as required by the $100,000 annual limitation under Section 422(d) of the Code.



 






    


     


    

 


THE OPTION GRANTED PURSUANT TO THIS AGREEMENT
AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.








 


Shapeways, Inc.
2010 Stock Plan:


Stock
Option Agreement (Early Exercise)


 


SECTION 1.
Grant Of Option.


 


(a)            Option.
On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the
Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise
Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option
is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to
be an ISO or an NSO, as provided in the Notice of Stock Option Grant.


 


(b)           $100,000
Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the
extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.


 


(c)            Stock
Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The
provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 15 of this
Agreement.


 


SECTION 2.
Right To Exercise.


 


(a)            Exercisability.
Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised
prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. In addition, to the extent that the Notice
of Stock Option Grant provides for deferred exercisability and vesting is accelerated pursuant to Section 7(b) below or otherwise,
then as of the date such acceleration occurs, the Optionee’s right to exercise this option shall no longer be deferred to the extent
necessary to give the Optionee the right to exercise this option as to all shares that are then vested and, as a result of this accelerated
exercisability, a portion of this option may become a Nonstatutory Option. Shares purchased by exercising this option may be subject to
the Right of Repurchase under Section 7.


 






    


     


    

 


(b)           Stockholder
Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior
to the approval of the Plan by the Company’s stockholders.


 


SECTION 3.
No Transfer Or Assignment Of Option.


 


Except as otherwise provided
in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether
by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.


 


SECTION 4.
Exercise Procedures.


 


(a)            Notice
of Exercise. The Optionee or the Optionee’s representative may exercise this option by (i) giving written notice to the
Company pursuant to Section 13(c) and (ii) if the Optionee is, as of the time of exercise, a 1% Stockholder, Executing
the Co-Sale Agreement and the Voting Agreement. The notice shall specify the election to exercise this option, the number of Shares for
which it is being exercised and the form of payment. The person exercising this option shall sign the notice and, if applicable, Execute
the Co-Sale Agreement and the Voting Agreement. In the event that this option is being exercised by the representative of the Optionee,
the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The
Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible
under Section 5 for the full amount of the Purchase Price. In the event of a partial exercise of this option, Shares shall be deemed
to have been purchased in the order in which they vest in accordance with the Notice of Stock Option Grant.


 


(b)           Issuance
of Shares. After receiving a proper notice of exercise and, if applicable, Executed Co-Sale Agreement and Voting Agreement, the Company
shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised. Such Shares shall be
registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community
property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable
trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited in escrow under Section 7(c).
In the case of other Shares, the Company shall cause such certificates to be delivered to or upon the order of the person exercising this
option.


 


(c)            Withholding
Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option,
the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy
all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding
requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.


 


SECTION 5.
Payment For Stock.


 


(a)            Cash.
All or part of the Purchase Price may be paid in cash or cash equivalents.


 






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(b)           Surrender
of Stock. At the discretion of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting
to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer
and shall be valued at their Fair Market Value as of the date when this option is exercised.


 


(c)            Exercise/Sale.
All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company.
However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such
payment does not violate applicable law.


 


SECTION 6.
Term And Expiration.


 


(a)           Basic
Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10
years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option
Grant and Section 3(b) of the Plan applies).


 


(b)           Termination
of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire
on the earliest of the following occasions:


 


 (i)            The
expiration date determined pursuant to Subsection (a) above;


 


 (ii)           The
date six months after the termination of the Optionee’s Service for any reason other than Disability; or


 


 (iii)          The
date six months after the termination of the Optionee’s Service by reason of Disability.


 


The Optionee may exercise all or part of this
option at any time before its expiration under the preceding sentence, but only to the extent that this option is exercisable for vested
Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall
expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted
Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this
option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has
acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option
was exercisable for vested Shares on or before the date when the Optionee’s Service terminated.


 






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(c)            Death
of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:


 


 (i)            The
expiration date determined pursuant to Subsection (a) above; or


 


 (ii)           The
date 12 months after the Optionee’s death.


 


All or part of this option may be exercised at
any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any
person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent
that this option is exercisable for vested Shares on or before the date of the Optionee’s death. When the Optionee dies, this option
shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted
Shares.


 


(d)           Part-Time
Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting
schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting
schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of
such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while
the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued
crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).
Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.


 


(e)            Notice
Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for
favorable tax treatment as an ISO to the extent that it is exercised:


 


 (i)            More
than three months after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability
(as defined in Section 22(e)(3) of the Code);


 


 (ii)           More
than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of
the Code); or


 


 (iii)          More
than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the Optionee’s reemployment
rights following such leave were guaranteed by statute or by contract.


 






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SECTION 7.
Right Of Repurchase.


 


(a)            Scope
of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection (b) below, the Shares
acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company,
however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the
Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the
Optionee’s Service, but the Right of Repurchase may be exercised automatically under Subsection (d) below. If the Right
of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the lower of (i) the Exercise Price of each Restricted
Share being repurchased or (ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised.


 


(b)           Lapse
of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting schedule
set forth in the Notice of Stock Option Grant. In addition, if the Company is subject to a Change in Control before the Optionee’s
Service terminates and if the Optionee is subject to an Involuntary Termination within 12 months after the Change in Control, then the
Right of Repurchase shall lapse with respect to 100% of the Restricted Shares.


 


(c)            Escrow.
Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with
the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below
shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities
held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Shares, together with any other assets
held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase
or the Right of First Refusal or (ii) released to the Optionee upon his or her request to the extent that the Shares have ceased
to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted
Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier
of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.


 


(d)           Exercise
of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares
as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted
Shares pursuant to Section 13(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares.
The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the
Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company
incurred by the Optionee in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased
shall be delivered to the Company.


 


(e)           Termination
of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company makes available
the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no
longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted
Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such Restricted
Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.


 






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(f)            Additional
or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other
corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in
a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged
for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments
to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares.
Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that
the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s
successor.


 


(g)           Transfer
of Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the
Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more
members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one
or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed
by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall
apply to the Transferee to the same extent as to the Optionee.


 


(h)           Assignment
of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or in part. Any person
who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under
this Section 7.


 


SECTION 8.
Right Of First Refusal.


 


(a)           Right
of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired
under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less
than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written
Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the
proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale
or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the
Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company
shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice
(subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of
the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.


 






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(b)           Transfer
of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer
Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of
the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is
made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions
to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as
well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance
with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall
consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received
the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event
the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time
of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the
consideration described in the Transfer Notice.


 


(c)           Additional
or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other
corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in
a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged
for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal.
Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class
of the Shares subject to this Section 8.


 


(d)           Termination
of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable
on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and
the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.


 


(e)            Permitted
Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or
(ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the
benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee
agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares
acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First
Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.


 






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(f)            Termination
of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement,
the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such
Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such
consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.


 


(g)           Assignment
of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part.
Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and
obligations under this Section 8.


 


SECTION 9.
Legality Of Initial Issuance.


 


No Shares shall be issued upon
the exercise of this option unless and until the Company has determined that:


 


 (a)           It
and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration
requirements thereof;


 


 (b)          Any
applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and


 


 (c)           Any
other applicable provision of federal, State or foreign law has been satisfied.


 


SECTION 10.
No Registration Rights.


 


The Company may, but shall not
be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be
obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.


 


SECTION 11.
Restrictions On Transfer of shares.


 


(a)            Securities
Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act
or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon
the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition
of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance
with the Securities Act, the securities laws of any State or any other law.


 






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(b)           Market
Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not
directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for
the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any
of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company
or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following
the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall
such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate
regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and
opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities
Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off
shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration
of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting
the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by
reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become
convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s
underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply
to Shares registered in the public offering under the Securities Act.


 


(c)            Investment
Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof.


 


(d)           Investment
Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption
is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of
exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale
or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.


 


(e)            Legends.
All certificates evidencing Shares purchased under this Agreement shall bear the following legend:


 


“THE SHARES REPRESENTED HEREBY
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS
TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION
OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF
WITHOUT CHARGE.”


 






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All certificates evidencing Shares purchased under
this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed
advisable under the provisions of any applicable law):


 


“THE SHARES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.”


 


(f)            Removal
of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate
representing the same number of Shares but without such legend.


 


(g)           Administration.
Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive
and binding on the Optionee and all other persons.


 


SECTION 12.
Adjustment Of Shares.


 


In the event of any transaction
described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares
subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that
the Company is a party to a merger or consolidation, this option shall be subject to the agreement of merger or consolidation, as provided
in Section 8(b) of the Plan.


 


SECTION 13.
Miscellaneous Provisions.


 


(a)            Rights
as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect
to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares
by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.


 


(b)           No
Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing
or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at
any time and for any reason, with or without cause.


 


(c)            Notice.
Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery,
(ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit
with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office
and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).


 






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(d)           Modifications
and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either
party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver
of any other condition or provision or of the same condition or provision at another time.


 


(e)            Entire
Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto
with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written
and whether express or implied) that relate to the subject matter hereof.


 


(f)            Choice
of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are
applied to contracts entered into and performed in such State.


 


SECTION 14.
acknowledgements of the optionee.


 


(a)           Tax
Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other compensation
programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or
its Board of Directors, officers or employees related to tax liabilities arising from this option or the Optionee’s other compensation.
In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at
least equal to the Fair Market Value per Share on the Date of Grant. Since Shares are not traded on an established securities market,
the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company.
The Optionee acknowledges that there is no guarantee in either case that the Internal Revenue Service will agree with the valuation, and
the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal
Revenue Service asserts that the valuation was too low.


 


(b)           Electronic
Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, the Plan or this option and all
other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be
required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by posting
them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents
on a website, it shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in
connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet
access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or
until the Optionee gives the Company written notice that it should deliver paper documents.


 






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(c)            No
Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any
obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will
expire at the end of its full term or on an earlier date related to the termination of the Optionee’s Service. The Optionee further
agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all,
before it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing,
by the Company or by an officer, employee, attorney or agent of the Company.


 


SECTION 15.
Definitions.


 


(a)            “1%
Stockholder” shall mean any individual who owns more than 1% of the total combined voting power of all classes of outstanding
stock (calculated on an as-converted, fully-diluted basis) of the Company, its Parent or any of its Subsidiaries. For this purpose, stock
that an individual may purchase under outstanding options (whether or not vested or exercisable) shall be treated as stock owned by the
individual. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.


 


(b)            “Agreement”
shall mean this Stock Option Agreement.


 


(c)            “Board
of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been
appointed, such Committee.


 


(d)            “Cause”
shall mean (i) fraud, embezzlement, willful misconduct or a material violation of law that is materially detrimental to the Company
or any of its current or future affiliates; (ii) gross negligence with respect to the Company or any of its current or future affiliates
that causes material harm to the Company or any current or future affiliate; (iii) conviction or plea of guilty or nolo contendere
for a felony or a crime of moral turpitude that causes material harm to the Company’s reputation or (iv) a material breach
of any provision of the Optionee’s Offer Letter or any provision of the Company’s policies; provided, however, that if a cure
is reasonably possible in the circumstances, that at least 15 days’ advance written notice of such breach has been provided (which
notice shall specifically set forth the nature of such breach), and the Optionee has failed to cure such breach within such 15-day period.


 


(e)            “Change
in Control” shall mean (i) the consummation of a merger or consolidation of the Company with or into another entity or
(ii) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, a merger or consolidation of the Company
does not constitute a “Change in Control” if immediately after the merger or consolidation a majority of the voting power
of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of the continuing or surviving
entity, will be owned by the persons who were the Company’s stockholders immediately prior to the merger or consolidation in substantially
the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to the merger or consolidation.


 


(f)             “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 






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(g)            “Committee”
shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.


 


(h)            “Company”
shall mean Shapeways, Inc., a Delaware corporation.


 


(i)             “Consultant”
shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees
and Outside Directors.


 


(j)             “Co-Sale
Agreement” shall mean that certain First Refusal and Co-Sale Agreement by and among the parties thereto (including, but not
limited to, those parties listed on Schedule A and Schedule B thereto), dated as of June 12, 2015, as may be amended from time to
time.


 


(k)            “Date
of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which date shall be the later of (i) the
date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.


 


(l)             “Disability”
shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment.


 


(m)           “Employee”
shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.


 


(n)            “Execute,”
 “Executed” and “Executing” shall mean (i) with respect to the Co-Sale Agreement, executing
a counterpart signature page as a Key Holder to the Co-Sale Agreement and (ii) with respect to the Voting Agreement, executing
an Adoption Agreement to the Voting Agreement, in the form attached thereto as Exhibit A.


 


(o)            “Exercise
Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of
Stock Option Grant.


 


(p)            “Fair
Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination
shall be conclusive and binding on all persons.


 


(q)            “Good
Reason” shall mean a relocation by the Company of the Optionee’s principal office more than forty (40) miles from New
York, NY that occurs without the Optionee’s prior written consent by the Company.


 


(r)             “Immediate
Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.


 


(s)            “Involuntary
Termination” shall mean a Separation resulting from either (i) Optionee’s involuntary discharge by the Company for
reasons other than Cause or (ii) Optionee’s voluntary resignation for Good Reason.


 






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(t)             “ISO”
shall mean an employee incentive stock option described in Section 422(b) of the Code.


 


(u)            “Notice
of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached.


 


(v)            “NSO”
shall mean a stock option not described in Section 422(b) or 423(b) of the Code.


 


(w)           “Optionee”
shall mean the person named in the Notice of Stock Option Grant.


 


(x)            “Outside
Director” shall mean a member of the Board of Directors who is not an Employee.


 


(y)            “Parent”
shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations
other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain.


 


(z)            “Plan”
shall mean the Shapeways, Inc. 2010 Stock Plan, as in effect on the Date of Grant.


 


(aa)          “Purchase
Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.


 


(bb)         “Repurchase
Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any
reason, including (without limitation) death or disability.


 


(cc)          “Restricted
Share” shall mean a Share that is subject to the Right of Repurchase.


 


(dd)         “Right
of First Refusal” shall mean the Company’s right of first refusal described in Section 8.


 


(ee)          “Right
of Repurchase” shall mean the Company’s right of repurchase described in Section 7.


 


(ff)           “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(gg)         “Separation”
shall mean a “separation from service,” as defined in the regulations under Section 409A of the Code.


 


(hh)         “Service”
shall mean service as an Employee, Outside Director or Consultant.


 






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(ii)            “Share”
shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable).


 


(jj)            “Stock”
shall mean the Common Stock of the Company.


 


(kk)          “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.


 


(ll)            “Transferee”
shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.


 


(mm)        “Transfer
Notice” shall mean the notice of a proposed transfer of Shares described in Section 8.


 


(nn)         “Voting
Agreement” shall mean that certain Voting Agreement by and among the Company and the parties thereto (including, but not limited
to, those parties listed on Schedule A and Schedule B thereto), dated as of June 12, 2015, as may be amended from time to time.


 






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