Exhibit 10.8


 


LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this
 “Lock-Up Agreement”) is made and entered into as of July 14, 2021 by and between (a) Markforged Holding
Corporation, a Delaware corporation (as successor-in-interest to one, a Cayman Islands exempted company limited by shares (the
 “Acquiror”)) (the “Company”), and (b) the person or entity identified under
the heading “Holder” on the signature page hereto (“Holder”). Capitalized terms used but not
otherwise defined in this Agreement will have the meanings ascribed to such terms in the Merger Agreement, dated as of February 23,
2021, by and among Acquiror, Caspian Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror, and MarkForged, Inc.,
a Delaware corporation (as it may be amended or supplemented from time to time, the “Merger Agreement”).


 


WHEREAS,
in connection with the Merger Agreement, and in view of the valuable consideration to be received by the parties thereunder, the parties
desire to enter into this Agreement, pursuant to which  (i) any shares of Domesticated Acquiror Common Stock held by the Holder
immediately after the Effective Time, (ii) any shares of Domesticated Acquiror Common Stock issuable upon the exercise or settlement
of options or restricted stock units with respect to shares of Domesticated Acquiror Common Stock held by the Holder immediately after
the Effective Time, and (iii) any securities convertible into or exercisable or exchangeable for Domesticated Acquiror Common Stock
held by the Holder immediately after the Effective Time (collectively, the “Restricted Securities”) shall become
subject to limitations on disposition as set forth herein.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.            Lock-Up
Provisions.


 


(a)            The
Holder hereby agrees not to, during the period commencing from the Closing and through the date that is 180 days from the date of the
Closing (the “Lock-Up Period”): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities or (ii) enter
into any swap or hedging or other arrangement which is designed to or which reasonably could be expected to lead to or result in a sale
or disposition of the Restricted Securities, or that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Restricted Securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery
of such securities, in cash or otherwise (any of the foregoing described in clauses (i) or (ii), a “Prohibited Transfer”);
provided, for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company
to file and cause to become effective a registration statement with the SEC naming such Holder as a selling securityholder (and to make
any required disclosures on Schedule 13D in respect thereof). Notwithstanding the foregoing, the Lock-Up Period and restrictions set
forth in this Section 1 shall not apply:





 


(A)           to
the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided,
that such plan does not provide for the transfer of Restricted Securities during the Lock-Up Period;



 






     


     


    




 


(B)           to
the transfer of any or all of the Restricted Securities by a bona fide gift or charitable contribution;


 


(C)           to
the transfer of any or all of the Restricted Securities by will or intestate succession upon the death of the Holder or any Permitted
Transferee;


 


(D)           to
the transfer of any or all of the Restricted Securities to any Permitted Transferee;


 


(E)           to
a transfer relating to Domesticated Acquiror Common Stock or other securities convertible into or exercisable or exchangeable for Domesticated
Acquiror Common Stock acquired in open market transactions after the Closing;


 


(F)           to
the transfer by operation of law or pursuant to a qualified domestic order or in connection with a divorce settlement or any related
court order;


 


(G)           to
transfers of any shares of Domesticated Acquiror Common Stock or other securities acquired as part of the PIPE Investment; or


 


(H)           in
the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction following the Closing
Date that results in all of its stockholders having the right to exchange their Domesticated Acquiror Common Stock for cash, securities
or other property (at which time the Lock-Up Period and such restrictions shall expire);


 


provided,
however, that in the case of (B), (C) or (D), it shall be a condition to such transfer that the transferee executes and delivers
to the Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions
of this Agreement applicable to such holder, and there shall be no further transfer of such Restricted Securities except in accordance
with this Agreement; provided, further, that in the case of (B), (C) or (D) (to the extent such transfer is to
a party other than a Permitted Transferee (other than any direct or indirect limited partner of the applicable Holder)), in each case,
such transfer or distribution shall not involve a disposition for value; provided, further, that in the case of (E), no
filing by the Holder or its affiliates or any other party under the Securities Exchange Act of 1934, as amended, or other public announcement
shall be required or shall be made voluntarily in connection with such transfer.


 


As used in this Agreement,
the term “Permitted Transferee” shall mean:


 


(i)            any
direct or indirect general partner, limited partner, shareholder, member or owner of similar equity interests in the Holder or any related
investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates;


 






    2 


     


    

 


(ii)            if
the Holder is an individual, by gift to a member of the Holder’s immediate family or to a trust, or other entity formed for estate
planning purposes for the primary benefit of a member of the Holder’s immediate family (for purposes hereof, the Holder’s
 “immediate family” shall include the spouse, domestic partner, parent, sibling, child or grandchild of the Holder or any
other person with whom the Holder has a relationship by blood, marriage or adoption not more remote than first cousin); or


 


(iii)            any
affiliate of the Holder.


 


The Holder further agrees
to execute such agreements as may be reasonably requested by the Company that are consistent with the foregoing or that are necessary
to give further effect thereto.


 


(b)            If
any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be
null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one
of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with
respect to the Restricted Securities (and permitted transferees and assigns thereof) until the end of the Lock-Up Period.


 


(c)            During
the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities shall be marked with a legend in substantially
the following form, in addition to any other applicable legends:


 


“THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT BY AND BETWEEN THE ISSUER OF SUCH SECURITIES AND THE REGISTERED
HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(d)            For
the avoidance of doubt, the Holder shall retain all of its rights as a shareholder of the Company with respect to the Restricted Securities
during the Lock-Up Period, including the right to vote any Restricted Securities that are entitled to vote. The Company agrees to (i) instruct
its transfer agent to remove the legend in clause (c) immediately above upon the expiration of the Lock-Up Period and (ii) if
requested by the transfer agent, cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection
with the instruction under subclause (i).


 


(e)            [If
any “Holder” under any other lock-up agreement entered into in connection with the Closing under the Merger Agreement is
granted a release or waiver from the restrictions provided therein (such holder a “Triggering Holder”), then
the Holder shall also be granted an early release from its obligations hereunder or under any contractual lock-up agreement with the
Company on the same terms and on a pro rata basis with respect to such number of Restricted Securities rounded down to the nearest whole
security equal to the product of (i) the total percentage of Restricted Securities held by the Triggering Holder immediately
following the consummation of the Effective Time that are being released from such restrictions multiplied by (ii) the total
number of Restricted Securities held by the Holder immediately following the Effective Time. Notwithstanding the foregoing, the provisions
of this paragraph will not apply if (x) (1) the release or waiver is effected solely to permit a transfer not for consideration
and (2) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and
for the duration that such terms remain in effect at the time of the transfer, (y) the aggregate number of shares of Domesticated
Acquiror Common Stock affected by such releases or waivers (whether in one or multiple releases or waivers) is less than or equal to
one percent (1%) of the number of shares of Domesticated Acquiror Common Stock held by such Triggering Holder (calculated as of the date
of such release or waiver) or (z) the release or waiver is granted due to circumstances of an emergency or hardship as determined
by the Representatives (as defined below) in their sole judgement.]1


 


(f)             [The
restrictions in this Section 1 shall supersede the lock-up provisions contained in Section 5 of that certain Letter Agreement, dated
as of August 17, 2020, between Acquiror, Sponsor, and certain individuals associated with Sponsor, which provisions in Section 5 of such
Letter Agreement shall be deemed terminated and of no further force and effect.]2


 





 






1 This section shall be included in the lock-up agreements
only for the following Holders who are also party to the Registration Rights Agreement (set forth on Schedules A and B thereto).


2 This section shall be included in the lock-up agreements
only for the Sponsor and its affiliates (set forth in Schedule A to the Registration Rights Agreement).


 






    3 


     


    

 


2.            Miscellaneous.


 


(a)            Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns. This Agreement and the rights and obligations hereunder shall not be assignable
or transferable by any of the parties, in whole or in part (including by operation of law), without the prior written consent of the
other parties hereto, which any such party may withhold in its absolute discretion.


 


(b)            No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted
assigns and nothing in this Agreement expressed or implied shall give or be construed to give to any person or entity, other than the
parties hereto and such successors and permitted assigns, any legal or equitable rights under this Agreement.


 


(c)            Governing
Law; Jurisdiction.


 


(A)            This
Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed
by and construed in accordance with the internal Laws of the State of Delaware applicable to contracts executed in and to be performed
in the State of Delaware, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.


 


(B)            Each
party irrevocably agrees that any Action arising out of or relating to this Agreement brought by any other party or its successors or
assigns shall be brought and determined in the Court of Chancery of the State of Delaware (or, solely if such courts decline jurisdiction,
in any federal court located in the State of Delaware), and each party hereby irrevocably submits to the exclusive jurisdiction of the
aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out
of or relating to this Agreement and the transactions contemplated hereby. Each party agrees not to commence any Action relating thereto
except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment,
decree or award rendered by any such court in Delaware as described herein. Each party further agrees that notice as provided herein
shall constitute sufficient service of process and each party further waives any argument that such service is insufficient. Each party
hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise,
in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not
personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property
is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service
of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that
(1) the Action in any such court is brought in an inconvenient forum, (2) the venue of such Action is improper or (3) this
Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party agrees that a final, non-appealable judgment
in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided
by Law.


 






    4 


     


    

 


(d)            WAIVER
OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY AND
(iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 2(D).


 


(e)            Interpretation.
The headings, titles and subtitles set forth in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement. Except when the context requires otherwise, any reference in this Agreement to any Section or
clause shall be to the Sections and clauses of this Agreement. The words “herein,” “hereto,” “hereof”
and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement
as a whole and not to any particular section or other subdivision of this Agreement. The term “or” means “and/or”.
The words “include,” “includes” and “including” are deemed to be followed by the phrase “without
limitation”. Reference to any person includes such person’s successors and assigns to the extent such successors and assigns
are permitted by the terms of any applicable agreement, and reference to a person in a particular capacity excludes such person in any
other capacity or individually. Reference to any agreement (including this Agreement), document or instrument means such agreement, document
or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms
hereof. Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules,
regulations, enforcement procedures and any interpretations promulgated thereunder, all as in effect on the date of this Agreement. Any
reference to the masculine, feminine or neuter gender shall include such other genders and any reference to the singular or plural shall
include the other, in each case unless the context otherwise requires.


 






    5 


     


    

 


(f)            No
Presumption Against Drafting Party. Each of the parties acknowledges that it has participated jointly in the negotiation and drafting
of this Agreement and has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly,
any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the
drafting party has no application and is expressly waived.


 


(g)            Notices.
All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or
electronic mail or postage prepaid mail (registered or certified) or nationally recognized overnight courier service and shall be deemed
given when so delivered by hand or electronic mail, or if mailed, three (3) days after mailing (one Business Day in the case of
overnight courier service), as follows:


 


If to the Company, to:


 


Markforged Holding Corporation


 


480 Pleasant Street


Watertown,
MA 02742

Attention:   Stephen Karp

Email:         stephen.karp@markforged.com


 


with a copy (which shall not constitute
notice) to:


 


Goodwin
Procter LLP


100
Northern Avenue


Boston,
Massachusetts 02210


Attention:     Kenneth
J. Gordon


Michael J. Minahan


Michael R. Patrone


E-mail:          KGordon@goodwinlaw.com


mminahan@goodwinlaw.com


mpatrone@goodwinlaw.com


 


If to the Holder, to the address set
forth on the Holder’s signature page hereto.


 


Notices or other communications
to any other Holder that becomes a party hereto pursuant to Section 1 shall be delivered to the address set forth in the applicable
joinder agreement or other instrument executed by such Holder and binding such Holder to the terms of this Agreement.


 






    6 


     


    

 


(h)            Amendments
and Waivers. Only upon the approval by a majority of the members of the Board of Directors of the Company then in office that qualify
as “independent” for purposes of audit committee membership under Section 10A-3 under the Exchange Act of 1934, as amended
(the “Representatives”), compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived by the Company, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects the Holder, solely in its capacity as
a holder of Restricted Securities, shall require the consent of the Holder. No provision of this Agreement may be waived unless such
waiver is in writing and signed by the party or parties against whom such waiver is to be effective. No failure or delay of any party
in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have hereunder.


 


(i)            Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


(j)            Specific
Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement by a Holder and to enforce specifically the terms and
provisions hereof.


 


(k)            Entire
Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to such subject matter; provided, that, for the
avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any documents
related thereto or referred to therein. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies
of the Company or any of the obligations of the Holder under any other agreement between the Holder and the Company or any certificate
or instrument executed by the Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit
any of the rights or remedies of the Company or any of the obligations of the Holder under this Agreement.


 


(l)            Further
Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s
reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may
be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(m)            Execution
of Agreement. This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one (1) and
the same agreement, and shall become effective when one (1) or more such counterparts have been signed by each of the parties and
delivered to the other party. Facsimile or electronic mail transmission of counterpart signatures to this Agreement shall be acceptable
and binding.


 


[Remainder of Page Intentionally Left
Blank; Signature Pages Follow]


 






    7 


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.


 


	 	company:
	 	 	 
	 	 	 
	 	MARKFORGED HOLDING CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Shai Terem
	 	Name:	Shai Terem
	 	Title:	Chief Executive Officer



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Antonio
    Rodriguez
	 	Name:	Antonio Rodriguez



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ David Benhaim
	 	Name:	David Benhaim



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Ed Anderson
	 	Name:	Ed Anderson



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Greg Mark
	 	Name:	Greg Mark



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Gus Tai
	 	Name:	Gus Tai



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Lak Ananth
	 	Name:	Lak Ananth



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Michael Medici
	 	Name:	Michael Medici



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Shai Terem
	 	Name:	Shai Terem



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	MATRIX PARTNERS IX, L.P.
	 	 	 
	 	By:	Matrix IX Management Co., L.L.C.,
	 	its General Partner
	 	 	 
	 	By:	/s/ Antonio Rodriguez
	 	 	 
	 	Name:	Antonio Rodriguez
	 	 	Managing Member
	 	 	 
	 	Address:	101 Main Street
	 	17th Floor
	 	Cambridge, MA 02142
	 	 	 
	 	 	 
	 	WESTON & CO. IX LLC, as Nominee
	 	 	 
	 	By:	Matrix Partners Management Services, L.P.,
	 	  Sole Member
	 	 	 
	 	By:	Matrix Partners Management Services GP, LLC,
	 	its General Partner
	 	 	 
	 	By:	/s/ Antonio Rodriguez
	 	 	 
	 	Name:	Antonio Rodriguez
	 	Authorized Member



 


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 	 
	 	 	 
	 	MICROSOFT GLOBAL FINANCE
	 	 	 
	 	By:	/s/ Keith Dolliver
	 	 Name:	Keith Dolliver
	 	 Title:	Director



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


		HOLDER:



 


	 	NEXT47 FUND 2018, L.P.




 


		By:	next47 Mid-Tier GP 2018, L.P. as general partner,acting
                                            by its general partner, next47 TTGP, LLC



 


	 	By:	/s/ Lak Ananth



		 	Name:
                                            Lak Ananth
	 	 	Title: Managing Partner



 





	 	By:	/s/ Gadi Geten





	 	 	Name: Gadi Geten
	 	 	Title: Director



 


	 	NEXT47 FUND 2019, L.P.




 


		By:	next47 Mid-Tier GP 2019, L.P. as general partner, acting
                                            by its general partner, next47 TTGP, LLC



 


	 	By:	/s/ Lak Ananth



		 	Name:
                                            Lak Ananth
	 	 	Title: Managing Partner



 





	 	By:	/s/ Gadi Geten










	 	 	Name: Gadi Geten
	 	 	Title: Director


 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 






		HOLDER:


  


	 	NORTH BRIDGE VENTURE PARTNERS 7, L.P.




 


	 	By:     
                                            North Bridge Venture Management 7, L.P.


           Its
General Partner









 





	 	By:    
                                            NBVM GP, LLC


            Its
General Partner






 





	 	By:	/s/ Ed Anderson





	 	 	Name: Ed Anderson
	 	 	Title: Managing General Partner



 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 





		HOLDER:


 


	 	PORSCHE DRITTE BETEILIGUNG GMBH




 





	 	By:	/s/ Dr. Johannes Lattwein





	 	Name:	Dr. Johannes Lattwein
	 	Title:	Managing Director






 





	 	By:	/s/ Aleksej Mitrjaschkin





	 	Name:	Aleksej Mitrjaschkin
	 	Title:	Authorized Signatory








 





[Signature Page to Lock-Up Agreement]


 






     


     


    

 






		HOLDER:


 


	 	SUMMIT PARTNERS GROWTH EQUITY FUND IX-A, L.P.







 





	 	By:
                                            Summit Partners GE IX, L.P.


Its: General
Partner

 

By: Summit
Partners GE IX, LLC

Its: General Partner






 





	 	By:	/s/ Michael A. Medici


		Name:
                                            Michael A. Medici


Its:
Member









 


	 	SUMMIT PARTNERS GROWTH EQUITY FUND IX-B, L.P.












 





	 	By:
                                            Summit Partners GE IX, L.P.


Its: General
Partner

 

By: Summit
Partners GE IX, LLC

Its: General Partner





 


	 	By:	/s/ Michael A. Medici


		Name:
                                            Michael A. Medici


Its:
Member









 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 


	 	SUMMIT INVESTORS GE IX/VC IV, LLC




 





	 	By:
                                            Summit Investors Management, LLC

                                            Its: Manager


 


By: Summit
Master Company, LLC

Its: Managing Member






 


	 	By:	/s/ Michael A. Medici


		Name:
                                            Michael A. Medici


Its:
Member









 


	 	SUMMIT INVESTORS GE IX/VC IV (UK), L.P.




 





	 	By:
                                            Summit Investors Management, LLC

                                            Its: General Partner


 


By: Summit
Master Company, LLC

Its: Managing Member






 


	 	By:	/s/ Michael A. Medici


		Name:
                                            Michael A. Medici


Its:
Member









 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 


		HOLDER:



 


	 	TRINITY VENTURES XI, L.P.,
	 	TRINITY XI SIDE-BY-SIDE FUND, L.P.,
	 	TRINITY XI ENTREPRENEURS’ FUND, L.P.,







	 	Delaware Limited Partnerships




 


		By:	TRINITY TVL XI, LLC,
	 	 	Their General Partner



 





	 	By:	/s/ Nina C. Labatt
	 	 	Nina C. Labatt, Management Member


 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 





	 	HOLDER:
	 	 
	 	 	 
	 	By: 	/s/ Alan Masarek
	 	Name: Alan Masarek




 


[Signature Page to
Lock-Up Agreement]


 






    


     


    










 





	 	HOLDER:
	 	 
	 	 	 
	 	By: 	/s/ Alex Hayman
	 	Name: Alex Hayman


 


[Signature Page to Lock-Up Agreement]


 






    


     


    

 





	 	HOLDER:
	 	 
	 	 	 
	 	By: 	/s/ Assaf Zipori 
	 	Name: Assaf Zipori





 


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	 	HOLDER:
	 	 
	 	 	 
	 	By: 	/s/ Arthur Plummer
	 	Name: Arthur Plummer





 


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	 	HOLDER:
	 	 
	 	By:	/s/ Brian Houle
	 	Name: Brian Houle



 


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	 	HOLDER:
	 	 
	 	By:	/s/ Carol Meyers
	 	Name: Carol Meyers


 


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	 	HOLDER:
	 	 
	 	By:	/s/ Chris Gachot
	 	Name: Chris Gachot


 


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	 	HOLDER:
	 	 
	 	By:	/s/ Daniel Eiref
	 	Name: Daniel Eiref





 


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	 	HOLDER:
	 	 
	 	By:	/s/ Daphne Placais
	 	Name: Daphne Placais


 


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	 	HOLDER:
	 	 
	 	By:	/s/ Dorit Liberman
	 	Name: Dorit Liberman


 


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	 	HOLDER:
	 	 
	 	By:	/s/ Jason Meers
	 	Name: Jason Meers





 


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	 	HOLDER:
	 	 
	 	By:	/s/ Joe Roy-Mayhew
	 	Name: Joe Roy-Mayhew


 


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	 	HOLDER:
	 	 
	 	By:	/s/ John Brenton
	 	Name: John Brenton





 


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	 	HOLDER:
	 	 
	 	By:	/s/ Joseph Falcone
	 	Name: Joseph Falcone





 


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	 	HOLDER:
	 	 
	 	By:	/s/ Ken Clayton
	 	Name: Ken Clayton


 


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	 	HOLDER:
	 	 
	 	By:	/s/ Mark Schwartz
	 	Name: Mark Schwartz





 


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		HOLDER:
	 	 
	 	 
	 	By:	/s/
                                            Matt Gannon
	 	Name:	Matt Gannon



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Matthew Hanselman
	 	Name:	Matthew Hanselman



 


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		HOLDER:
	 	 
	 	 	 
	 	By:	/s/ Michael A. Foran
	 	Name:	Michael A. Foran



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Michael C. Kelly
                                            Jr.
	 	Name:	Michael C. Kelly Jr.



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Michael Papish
	 	Name:	Michael Papish



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Mike Cady
	 	Name:	Mike Cady



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Patrick Shea
	 	Name:	Patrick Shea



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Paul Milbury
	 	Name:	Paul Milbury



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Paulina Bucko
	 	Name:	Paulina Bucko



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Richard Elving
	 	Name:	Richard Elving



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Scott Kaempfe
	 	Name:	Scott Kaempfe



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Stephen Barbuto
	 	Name:	Stephen Barbuto



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Stephen Karp
	 	Name:	Stephen Karp



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Thomas Muscolo
	 	Name:	Thomas Muscolo



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Tonie Aughavin
	 	Name:	Tonie Aughavin



 


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		HOLDER:
	 	 	 
	 	 	 
	 	By:	/s/ Ved Narayan
	 	Name:	Ved Narayan



 


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