Exhibit 10.17.3


 


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:	 	Jennifer Walsh
	 	 	 
	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 three 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.


 


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.


 






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(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) an acquisition of the Company by another entity by means of any transaction
or series of related transactions (including, without limitation, any reorganization, merger or consolidation, or sale of more than 50%
of the outstanding voting stock of the Company), or (ii) a sale of all or substantially all of the assets of the Company (collectively,
a “Merger”), so long as, in either case, the Company’s stockholders of record immediately prior to such Merger, hold
less than 50% of the voting power of the surviving or acquiring entity.


 


(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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