Exhibit 10.17.1


 


Shapeways, Inc.


 


2010
Stock Plan


 


Adopted
on August 23, 2010


 






     


     


    

 


TABLE OF CONTENTS


 


		 	Page
	 	 	 
	SECTION 1.	ESTABLISHMENT AND PURPOSE	1
	 	 	 
	SECTION 2.	ADMINISTRATION	1
	(a)	Committees of the Board of Directors	1
	(b)	Authority of the Board of Directors	1
	 	 	 
	SECTION 3.	ELIGIBILITY	1
	(a)	General Rule	1
	(b)	Ten-Percent Stockholders	1
	 	 	 
	SECTION 4.	STOCK SUBJECT TO PLAN	2
	(a)	Basic Limitation	2
	(b)	Additional Shares	2
	 	 	 
	SECTION 5.	TERMS AND CONDITIONS OF AWARDS
    OR SALES	2
	(a)	Stock Grant or Purchase Agreement	2
	(b)	Duration of Offers and Nontransferability of Rights	2
	(c)	Purchase Price	2
	(d)	Withholding Taxes	2
	(e)	Transfer Restrictions and Forfeiture Conditions	3
	 	 	 
	SECTION 6.	TERMS AND CONDITIONS OF OPTIONS	3
	(a)	Stock Option Agreement	3
	(b)	Number of Shares	3
	(c)	Exercise Price	3
	(d)	Exercisability	3
	(e)	Basic Term	3
	(f)	Termination of Service (Except by Death)	4
	(g)	Leaves of Absence	4
	(h)	Death of Optionee	4
	(i)	Post-Exercise Restrictions on Transfer of Shares	5
	(j)	Pre-Exercise Restrictions on Transfer of Options or Shares	5
	(k)	Withholding Taxes	5
	(l)	No Rights as a Stockholder	5
	(m)	Modification, Extension and Assumption of Options	6
	(n)	Company’s Right to Cancel Certain Options	6
	 	 	 
	SECTION 7.	PAYMENT FOR SHARES	6
	(a)	General Rule	6
	(b)	Services Rendered	6
	(c)	Promissory Note	6
	(d)	Surrender of Stock	6
	(e)	Exercise/Sale	6
	(f)	Other Forms of Payment	7



 






    i


     


    

 


	SECTION 8.	ADJUSTMENT OF SHARES	7
	(a)	General	7
	(b)	Corporate Transactions	7
	(c)	Reservation of Rights	8
	 	 	 
	SECTION 9.	PRE-EXERCISE INFORMATION REQUIREMENT	8
	(a)	Application of Requirement	8
	(b)	Scope of Requirement	8
	 	 	 
	SECTION 10.	MISCELLANEOUS PROVISIONS	9
	(a)	Securities Law Requirements	9
	(b)	No Retention Rights	9
	(c)	Treatment as Compensation	9
	(d)	Governing Law	9
	 	 	 
	SECTION 11.	DURATION AND AMENDMENTS	9
	(a)	Term of the Plan	9
	(b)	Right to Amend or Terminate the Plan	9
	(c)	Effect of Amendment or Termination	9
	 	 	 
	SECTION 12.	DEFINITIONS	10




 






    ii


     


    

 


Shapeways, Inc.
2010 Stock Plan


 


SECTION 1.     ESTABLISHMENT
AND PURPOSE.


 


The purpose of the Plan is
to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest,
by acquiring Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of
Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify under
Section 422 of the Code.


 


Capitalized terms are defined
in Section 12.


 


SECTION 2.     ADMINISTRATION.


 


(a)             Committees
of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee
shall consist of one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall
have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed,
the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a
reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.


 


(b)            Authority
of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall
have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions,
interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons
deriving their rights from a Purchaser or Optionee.


 


SECTION 3.     ELIGIBILITY.


 


(a)            General
Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Nonstatutory
Options or the direct award or sale of Shares. Only Employees shall be eligible for the grant of ISOs.


 


(b)            Ten-Percent
Stockholders. A person who owns more than 10% of the total combined voting power of all classes
of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the
Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such ISO by its terms is not exercisable
after the expiration of five years from the Date of Grant. For purposes of this Subsection (b), in determining stock ownership,
the attribution rules of Section 424(d) of the Code shall be applied.


 






     


     


    

 


SECTION 4.     STOCK
SUBJECT TO PLAN.


 


(a)          Basic
Limitation. Not more than 5,000,000 Shares may be issued under the Plan, subject to Subsection (b) below
and Section 8(a).1 All of these Shares may be issued
upon the exercise of ISOs. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall
not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall
at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may
be authorized but unissued Shares or treasury Shares.


 


(b)            Additional
Shares. In the event that Shares previously issued under the Plan are reacquired by the Company,
such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that Shares that otherwise
would have been issuable under the Plan are withheld by the Company in payment of the Purchase Price, Exercise Price or withholding taxes,
such Shares shall remain available for issuance under the Plan. In the event that an outstanding Option or other right for any reason
expires or is canceled, the Shares allocable to the unexercised portion of such Option or other right shall be added to the number of
Shares then available for issuance under the Plan.


 


SECTION 5.     TERMS
AND CONDITIONS OF AWARDS OR SALES.


 


(a)           Stock
Grant or Purchase Agreement. Each award of Shares under the Plan shall be evidenced by a Stock
Grant Agreement between the Grantee and the Company. Each sale of Shares under the Plan (other than upon exercise of an Option) shall
be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which
the Board of Directors deems appropriate for inclusion in a Stock Grant Agreement or Stock Purchase Agreement. The provisions of the
various Stock Grant Agreements and Stock Purchase Agreements entered into under the Plan need not be identical.


 


(b)            Duration
of Offers and Nontransferability of Rights. Any right to purchase Shares under the Plan (other
than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated
to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right
was granted.


 


(c)           Purchase
Price. The Board of Directors shall determine the Purchase Price of Shares to be offered under
the Plan at its sole discretion. The Purchase Price shall be payable in a form described in Section 7.


 


(d)            Withholding
Taxes. As a condition to the award, purchase, vesting or transfer of Shares, the Grantee or
Purchaser shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such event.


 





 



1  Please
refer to Exhibit A for a schedule of the initial share reserve and any subsequent increases or decreases in the reserve.


 






    2


     


    

 


(e)            Transfer
Restrictions and Forfeiture Conditions. Any Shares awarded or sold under the Plan shall be subject
to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of
Directors may determine. Such restrictions shall be set forth in the applicable Stock Grant Agreement or Stock Purchase Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares generally.


 


SECTION 6.     TERMS
AND CONDITIONS OF OPTIONS.


 


(a)            Stock
Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate
for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not
be identical.


 


(b)           Number
of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to
the Option and shall provide for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option.


 


(c)            Exercise
Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an
Option shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant, and in the case of an ISO a higher percentage
may be required by Section 3(b). Subject to the preceding sentence, the Exercise Price shall be determined by the Board of Directors
at its sole discretion. The Exercise Price shall be payable in a form described in Section 7. This Subsection (c) shall
not apply to an Option granted pursuant to an assumption of, or substitution for, another option in a manner that complies with Section 424(a) of
the Code (whether or not the Option is an ISO).


 


(d)           Exercisability.
Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. No Option shall
be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or (ii) otherwise
agrees to be bound by the terms of the Stock Option Agreement. The Board of Directors shall determine the exercisability provisions of
the Stock Option Agreement at its sole discretion. All of an Optionee’s Options shall become exercisable in full if Section 8(b)(iv) applies.


 


(e)            Basic
Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed
10 years from the Date of Grant, and in the case of an ISO a shorter term may be required by Section 3(b). Subject to the preceding
sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.


 






    3


     


    

 


(f)          Termination
of Service (Except by Death). If an Optionee’s Service terminates for any reason other
than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following dates:


 


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


 


(ii)           The
date three months after the termination of the Optionee’s Service for any reason other than Disability, or such earlier or later
date as the Board of Directors may determine (but in no event earlier than 30 days after the termination of the Optionee’s Service);
or


 


(iii)         The
date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board of Directors
may determine.


 


The Optionee may exercise all or part of the
Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that
such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination)
and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance
of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the termination of
the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised
(prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options
directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable
before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested
before the Optionee’s Service terminated (or vested as a result of the termination).


 


(g)          Leaves
of Absence. For purposes of Subsection (f) above, Service shall be deemed to continue
while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting
of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).


 


(h)          Death
of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s
Options shall expire on the earlier of the following dates:


 


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


 


(ii)          The
date 12 months after the Optionee’s death, or such earlier or later date as the Board of Directors may determine (but in no event
earlier than six months after the Optionee’s death).


 






    4


     


    

 


All or part of the Optionee’s Options may
be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators of the
Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest
or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable
as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s
death). The balance of such Options shall lapse when the Optionee dies.


 


(i)            Post-Exercise
Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject
to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of
Directors may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to
any restrictions that may apply to holders of Shares generally.


 


(j)          Pre-Exercise
Restrictions on Transfer of Options or Shares. An Option shall be transferable by the Optionee
only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in
the next sentence. If the applicable Stock Option Agreement so provides, a Nonstatutory Option shall also be transferable by gift or
domestic relations order to a Family Member of the Optionee. An ISO may be exercised during the lifetime of the Optionee only by the
Optionee or by the Optionee’s guardian or legal representative. In addition, an Option shall comply with all conditions of Rule 12h-1(f)(1) under
the Exchange Act until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act. Such conditions include, without limitation, the transferability restrictions set forth in Rule 12h-1(f)(1)(iv) and (v) under
the Exchange Act, which shall apply to an Option and, prior to exercise, to the Shares to be issued upon exercise of such Option during
the period commencing on the Date of Grant and ending on the earlier of (i) the date when the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or (ii) the date when the Company makes a determination that
it will cease to rely on the exemption afforded by Rule 12h-1(f)(1) under the Exchange Act. During such period, an Option and,
prior to exercise, the Shares to be issued upon exercise of such Option shall be restricted as to any pledge, hypothecation or other
transfer by the Optionee, including any short position, any “put equivalent position” (as defined in Rule 16a-1(h) under
the Exchange Act) or any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act).


 


(k)            Withholding
Taxes. As a condition to the grant or exercise of an Option, the Optionee shall make such arrangements
as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may
arise in connection with such grant or exercise. The Optionee shall also make such arrangements as the Board of Directors may require
for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the vesting
or transfer of Shares acquired by exercising an Option or any similar event.


 


(l)            No
Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as
a stockholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares
by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option.


 






    5


     


    

 


(m)          Modification,
Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors
may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company
or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different
Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s
rights or increase the Optionee’s obligations under such Option.


 


(n)            Company’s
Right to Cancel Certain Options. Any other provision of the Plan or a Stock Option Agreement
notwithstanding, the Company shall have the right at any time to cancel an Option that was not granted in compliance with Rule 701
under the Securities Act. Prior to canceling such Option, the Company shall give the Optionee not less than 30 days’ notice in
writing. If the Company elects to cancel such Option, it shall deliver to the Optionee consideration with an aggregate Fair Market Value
equal to the excess of (i) the Fair Market Value of the Shares subject to such Option as of the time of the cancellation over (ii) the
Exercise Price of such Option. The consideration may be delivered in the form of cash or cash equivalents, in the form of Shares, or
a combination of both. If the consideration would be a negative amount, such Option may be cancelled without the delivery of any consideration.


 


SECTION 7.     PAYMENT
FOR SHARES.


 


(a)          General
Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable
in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7.


 


(b)            Services
Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan
in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.


 


(c)            Promissory
Note. At the discretion of the Board of Directors, all or a portion of the Purchase Price or
Exercise Price (as the case may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall
be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under
the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest
under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the term, interest rate, amortization
requirements (if any) and other provisions of such note.


 


(d)            Surrender
of Stock. At the discretion of the Board of Directors, all or any part of the Exercise 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 the Option is exercised.


 


(e)            Exercise/Sale.
To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, all or part of the Exercise 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.


 






    6


     


    

 


(f)          Other
Forms of Payment. To the extent that a Stock Purchase Agreement or Stock Option Agreement so
provides, the Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware
General Corporation Law, as amended.


 


SECTION 8.     ADJUSTMENT
OF SHARES.


 


(a)          General.
In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation
of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued
shares of Stock effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made in each
of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding
Option and (iii) the Exercise Price under each outstanding Option. In the event of a declaration of an extraordinary dividend payable
in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off,
or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of (i) the
number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option
or (iii) the Exercise Price under each outstanding Option; provided, however, that the Board of Directors shall in any event make
such adjustments as may be required by Section 25102(o) of the California Corporations Code.


 


(b)          Corporate
Transactions. In the event that the Company is a party to a merger or consolidation or in the
event of a sale of all or substantially all of the Company’s stock or assets, all Shares acquired under the Plan and all Options
shall be subject to the definitive agreement evidencing such transaction. Such agreement, without the Optionees’ consent, may dispose
of Options that are not vested as of the effective date of such transaction in any manner permitted by applicable law, including (without
limitation) the cancellation of such Options without the payment of any consideration. Such agreement, without the Optionees’ consent,
shall provide for one or more of the following with respect to each Option that is vested as of the effective date of such transaction:


 


(i)            The
continuation of the Option by the Company (if the Company is the surviving corporation).


 


(ii)           The
assumption of the Option by the surviving corporation or its parent in a manner that complies with Section 424(a) of the Code
(whether or not the Option is an ISO).


 


(iii)           The
substitution by the surviving corporation or its parent of a new option for the Option in a manner that complies with Section 424(a) of
the Code (whether or not the Option is an ISO).


 






    7


     


    

 


(iv)            The
cancellation of the Option and a payment to the Optionee equal to the excess of (A) the Fair Market Value of the Shares subject
to the Option as of the effective date of such transaction over (B) the Exercise Price of the Option. Such payment shall be made
in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal to the
required amount. Any escrow, holdback, earnout or similar provisions in the transaction agreement may apply to such payment to the same
extent and in the same manner as such provisions apply to the holders of Shares. If the Exercise Price of the Shares subject to the Option
exceeds the Fair Market Value of such Shares, then the Option may be cancelled without making a payment to the Optionee.


 


(v)            The
cancellation of such Option. Any exercise of such Option prior to the closing date of the transaction may be contingent upon the closing
of such transaction.


 


(c)          Reservation
of Rights. Except as provided in this Section 8, a Grantee, Purchaser or Optionee shall
have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or
assets.


 


SECTION 9.     PRE-EXERCISE
INFORMATION REQUIREMENT.


 


(a)          Application
of Requirement. This Section 9 shall apply only during a period that (i) commences
when the Company begins to rely on the exemption described in Rule 12h-1(f)(1) under the Exchange Act, as determined by the
Company in its sole discretion, and (ii) ends on the earlier of (A) the date when the Company ceases to rely on such exemption,
as determined by the Company in its sole discretion, or (B) the date when the Company becomes subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act. In addition, this Section 9 shall in no event apply to an Optionee after
he or she has fully exercised all of his or her Options.


 


(b)         Scope
of Requirement. The Company shall provide to each Optionee the information described in Rule 701(e)(3),
(4) and (5) under the Securities Act. Such information shall be provided at six-month intervals, and the financial statements
included in such information shall not be more than 180 days old. The foregoing notwithstanding, the Company shall not be required to
provide such information unless the Optionee has agreed in writing, on a form prescribed by the Company, to keep such information confidential.


 






    8


     


    

 


SECTION 10.     MISCELLANEOUS
PROVISIONS.


 


(a)            Securities
Law Requirements. Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act,
the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange
or other securities market on which the Company’s securities may then be traded. The Company shall not be liable for a failure
to issue Shares that is attributable to such requirements.


 


(b)          No
Retention Rights. Nothing in the Plan or in any right or Option granted under the Plan shall
confer upon the Grantee, Purchaser or 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 Grantee, Purchaser
or Optionee) or of the Grantee, Purchaser or 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)          Treatment
as Compensation. Any compensation that an individual earns or is deemed to earn under this Plan
shall not be considered a part of his or her compensation for purposes of calculating contributions, accruals or benefits under any other
plan or program that is maintained or funded by the Company, a Parent or a Subsidiary.


 


(d)            Governing
Law. The Plan and all awards, sales and grants under the Plan 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 11.     DURATION
AND AMENDMENTS.


 


(a)           Term
of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption
by the Board of Directors, subject to the approval of the Company’s stockholders. If the stockholders fail to approve the Plan
within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred under the
Plan shall be rescinded and no additional grants, exercises or sales shall thereafter be made under the Plan. The Plan shall terminate
automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the
Board of Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by
the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.


 


(b)            Right
to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan
at any time and for any reason; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s
stockholders if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 8)
or (ii) materially changes the class of persons who are eligible for the grant of ISOs. Stockholder approval shall not be required
for any other amendment of the Plan. If the stockholders fail to approve an increase in the number of Shares reserved under Section 4
within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred in reliance
on such increase shall be rescinded and no additional grants, exercises or sales shall thereafter be made in reliance on such increase.


 






    9


     


    

 


(c)            Effect
of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination
thereof, except upon exercise of an Option (or any other right to purchase Shares) granted under the Plan prior to such termination.
The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously granted
under the Plan.


 


SECTION 12.     DEFINITIONS.


 


(a)            “Board
of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.


 


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


 


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


 


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


 


(e)            “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.


 


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


 


(g)          “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.


 


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


 


(i)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(j)          “Exercise
Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of
Directors in the applicable Stock Option Agreement.


 


(k)          “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.


 






    10


     


    

 


(l)            “Family
Member” shall mean (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships,
(ii) any person sharing the Optionee’s household (other than a tenant or employee), (iii) a trust in which persons described
in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described
in Clause (i) or (ii) or the Optionee control the management of assets and (v) any other entity in which persons
described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests.


 


(m)            “Grantee”
shall mean a person to whom the Board of Directors has awarded Shares under the Plan.


 


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


 


(o)            “Nonstatutory
Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.


 


(p)            “Option”
shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.


 


(q)            “Optionee”
shall mean a person who holds an Option.


 


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


 


(s)            “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. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered
a Parent commencing as of such date.


 


(t)            “Plan”
shall mean this Shapeways, Inc. 2010 Stock Plan.


 


(u)            “Purchase
Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option),
as specified by the Board of Directors.


 


(v)           “Purchaser”
shall mean a person to whom the Board of Directors has offered the right to purchase Shares under the Plan (other than upon exercise
of an Option).


 


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


 


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


 






    11


     


    

 


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


 


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


 


(aa)        “Stock
Grant Agreement” shall mean the agreement between the Company and a Grantee who is awarded Shares under the Plan that contains
the terms, conditions and restrictions pertaining to the award of such Shares.


 


(bb)        “Stock
Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions
pertaining to the Optionee’s Option.


 


(cc)       “Stock
Purchase Agreement” shall mean the agreement between the Company and a Purchaser who purchases Shares under the Plan that contains
the terms, conditions and restrictions pertaining to the purchase of such Shares.


 


(dd)     “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. A corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.


 






    12


     


    

 


Exhibit A


 


Schedule
of Shares Reserved for Issuance under the Plan


 


	Date of Board

    Approval	 	Date of Stockholder

    Approval	 	Number of

    Shares Added	 	Cumulative Number 

    of Shares	 
	August 23, 2010	 	Not Applicable	 	Not Applicable	 	5,000,000	 
	May 15, 2012	 	May 15, 2012	 	(70,000)	 	4,930,000	 
	April 22, 2013	 	April 22, 2013	 	1,437,733	 	6,367,733	 
	July 22, 2015	 	July 31, 2015	 	1,331,099	 	7,698,832	 
	February 27, 2018	 	February 27, 2018	 	1,904,571	 	9,603,403	 
	April 20, 2018	 	April 20, 2018	 	7,339,143	 	16,942,546	 



 


	September 29, 2021	PLAN TERMINATED	 	 
	 	 	 	 
	 	Shares reserved: 4,901,207 *	 	 





 


*            Pursuant
to that certain Agreement and Plan of Merger and Reorganization dated as of April 28, 2021 by and among the Company, Galileo Acquisition
Corp. (“Galileo” and together with its successors, the “Purchaser”) and the other parties thereto
(the “Merger Agreement”), outstanding options originally granted pursuant to this 2010 Stock Plan (whether vested
or unvested, exercisable or unexercisable) were assumed by Purchaser (now known as Shapeways Holdings, Inc.) and converted into
Purchaser Options. Each Purchaser Option will continue to be subject to the same terms and conditions set forth in this 2010 Stock Plan
and the applicable award agreement as in effect immediately prior to the Effective Time (including, without limitation, the vesting and
acceleration provisions therein), except any references therein to the Company or Company Common Stock will instead mean the Purchaser
and Purchaser Common Stock, respectively. Each Purchaser Option shall (i) represent the right to acquire a number of shares of Purchaser
Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Company Common Stock
that were subject to the corresponding Company Option immediately prior to the Effective Time, multiplied by (B) ninety percent
(90%) of the Conversion Ratio (as defined in the Merger Agreement); and (ii) have a per share exercise price equal to (as rounded
up to the nearest whole cent) the quotient of (A) the per share exercise price of the corresponding Company Option, divided by (B) ninety
percent (90%) of the Conversion Ratio.


 






    E-1