Exhibit 10.10


 


MARKFORGED
HOLDING CORPORATION


 


2021
EMPLOYEE STOCK PURCHASE PLAN


 


The purpose of the Markforged Holding Corporation
2021 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Markforged Holding Corporation (the “Company”)
and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”). An aggregate of 4,700,000 shares of Common Stock have been approved and
reserved for this purpose, plus on January 1, 2022, and each January 1 thereafter through January 1, 2031 the number of
shares of Common Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 4,700,000
shares of Common Stock, (ii) one percent (1%) of the number of shares of Common Stock issued and outstanding on the immediately preceding
December 31st, or (iii) such number of shares of Common Stock as determined by the Administrator (as defined in Section 1).


 


The Plan includes two components: a Code Section 423
Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”). It is intended
for the 423 Component to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the 423 Component shall be interpreted in accordance with
that intent. Under the Non-423 Component, which does not qualify as an “employee stock purchase plan” within the meaning of
Section 423(b) of the Code, options will be granted pursuant to rules, procedures or sub-plans adopted by the Administrator
designed to achieve tax, securities laws or other objectives for eligible employees. Except as otherwise provided herein, the Non-423
Component will operate and be administered in the same manner as the 423 Component.


 






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Unless otherwise defined herein, capitalized terms
in this Plan shall have the meaning ascribed to them in Section 11.


 


1.            Administration.
The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’s Board of Directors
(the “Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter and repeal such rules,
guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable; (ii) interpret
the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan; (iv) decide
all disputes arising in connection with the Plan; and (v) otherwise supervise the administration of the Plan. All interpretations
and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Board
or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted hereunder.


 


2.            Offerings.
The Company may make one or more offerings to eligible employees to purchase Common Stock under the Plan (“Offerings”). The
Administrator shall determine, in its discretion, when the initial Offering and any subsequent Offering shall occur and the duration of
each such Offering, provided that no Offering shall exceed 27 months in duration.


 






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3.            Eligibility.
All individuals classified as employees on the payroll records of the Company and each Designated Subsidiary are eligible to participate
in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering
Date”) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week (or such lesser number
of hours per week as the Administrator shall determine in advance of an Offering) and have completed such period of service prior to the
Offering Date as the Administrator may require (but in no event will the required period of continuous
employment be equal to or greater than two years). Notwithstanding any other provision herein, individuals who are not contemporaneously
classified as employees of the Company or a Designated Subsidiary for purposes of the Company’s or applicable Designated Subsidiary’s
payroll system are not considered to be eligible employees of the Company or any Designated Subsidiary and shall not be eligible to participate
in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Subsidiary for any purpose,
including, without limitation, common law or statutory employees, by any action of any third party, including, without limitation, any
government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding
such reclassification, remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are
not contemporaneously classified as employees of the Company or a Designated Subsidiary on the Company’s or Designated Subsidiary’s
payroll system to become eligible to participate in this Plan is through an amendment to this Plan, duly executed by the Company, which
specifically renders such individuals eligible to participate herein.


 


4.            Participation.


 


(a)            Participants.
An eligible employee who is not a Participant in any prior Offering may participate in a subsequent Offering by submitting an enrollment
form to his or her appropriate payroll location at least 15 business days before the Offering Date (or by such other deadline as shall
be established by the Administrator for the Offering).


 






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(b)            Enrollment.
The enrollment form will (a) state a whole percentage to be deducted from an eligible employee’s Compensation (as defined in
Section 11) per pay period, (b) authorize the purchase of Common Stock in each Offering in accordance with the terms of the
Plan and (c) specify the exact name or names in which shares of Common Stock purchased for such individual are to be issued pursuant
to Section 10. An employee who does not enroll in accordance with these procedures will be deemed to have waived the right to participate.
Unless a Participant files a new enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will continue
at the same percentage of Compensation for future Offerings, provided he or she remains eligible.


 


(c)            Notwithstanding
the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.


 


5.            Employee
Contributions. Each eligible employee may authorize payroll deductions at a minimum of one percent (1%) up to a maximum of fifteen
percent (15%) of such employee’s Compensation for each pay period. The Company will maintain book accounts showing the amount of
payroll deductions made by each Participant for each Offering. No interest will accrue or be paid on payroll deductions.


 


6.            Deduction
Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or decrease his
or her payroll deduction during any Offering, but may increase or decrease his or her payroll deduction with respect to the next Offering
(subject to the limitations of Section 5) by filing a new enrollment form at least fifteen (15) business days before the next Offering
Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator may, in advance of any
Offering, establish rules permitting a Participant to increase, decrease or terminate his or her payroll deduction during an Offering.


 






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7.            Withdrawal.
A Participant may withdraw from participation in the Plan by delivering a written notice of withdrawal to his or her appropriate payroll
location. The Participant’s withdrawal will be effective as of the next business day. Following a Participant’s withdrawal,
the Company will promptly refund such individual’s entire account balance under the Plan to him or her (after payment for any Common
Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. Such an employee may not begin participation
again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.


 


8.            Grant
of Options. On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Plan an option
(“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter
provided for, the lowest of (a) a number of shares of Common Stock determined by dividing such Participant’s accumulated payroll
deductions on such Exercise Date by the Option Price (as defined herein), (b) the number of shares determined by dividing $25,000
by the Fair Market Value of the Common Stock on the Offering Date for such Offering; or (c) such other lesser maximum number of shares
as shall have been established by the Administrator in advance of the Offering; provided, however, that such Option shall be subject to
the limitations set forth below. Each Participant’s Option shall be exercisable only to the extent of such Participant’s accumulated
payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option (the “Option Price”)
will be eighty-five percent (85%) of the Fair Market Value of the Common Stock on the Offering Date or the Exercise Date, whichever is
less.


 






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Notwithstanding the foregoing, no Participant may
be granted an option hereunder if such Participant, immediately after the option was granted, would be treated as owning stock possessing
five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary
(as defined in Section 11). For purposes of the preceding sentence, the attribution rules of Section 424(d) of the
Code shall apply in determining the stock ownership of a Participant, and all stock which the Participant has a contractual right to purchase
shall be treated as stock owned by the Participant. In addition, no Participant may be granted an Option which permits his or her rights
to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue
at a rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant date or dates) for each calendar
year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of
the Code and shall be applied taking Options into account in the order in which they were granted.


 


9.            Exercise
of Option and Purchase of Shares. Each employee who continues to be a Participant in the Plan on the Exercise Date shall be deemed
to have exercised his or her Option on such date and shall acquire from the Company such number of whole shares of Common Stock reserved
for the purpose of the Plan as his or her accumulated payroll deductions on such date will purchase at the Option Price, subject to any
other limitations contained in the Plan. Any amount remaining in a Participant’s account at the end of an Offering solely by reason
of the inability to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in a Participant’s
account at the end of an Offering will be refunded to the Participant promptly.


 


10.            Issuance
of Certificates. Certificates or book-entries at the Company’s transfer agent representing shares of Common Stock purchased
under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or in the name of a broker authorized by the employee to be his, her or their nominee for such purpose.


 






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11.            Definitions.


 


The term “Closing Date” means the date
of the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 23, 2021 by and
among one, Caspian Merger Sub Inc. and the Company.


 


The
term “Compensation” means the amount of base pay, but excluding
overtime, commissions and incentive or bonus awards, prior to salary reduction pursuant to Sections 125, 132(f), or 401(k) of
the Code, allowances and reimbursements for expenses such as relocation allowances or travel expenses, income or gains on the exercise
of Company stock options, and similar items.. The
Administrator, in its discretion, may establish a different definition of Compensation for an Offering, which for the Section 423
Component shall apply on a uniform and nondiscriminatory basis. Further, the Administrator will have discretion to determine the application
of this definition to eligible employees outside the United States.


 


The term “Designated Subsidiary” means
any present or future Subsidiary (as defined below) that has been designated by the Board to participate in the Plan. The Board may so
designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved
by the stockholders, and may further designate such companies or Participants as participating in the 423 Component or the Non-423 Component.
The Board may also determine which Subsidiaries or eligible employees may be excluded from participation in the Plan, to the extent consistent
with Section 423 of the Code or as implemented under the Non-423 Component, and determine which Designated Subsidiary or Subsidiaries
will participate in separate Offerings (to the extent that the Company makes separate Offerings). For purposes of the 423 Component, only
the Company and its Subsidiaries may be Designated Subsidiaries; provided, however, that at any given time, a Subsidiary that is a Designated
Subsidiary under the 423 Component will not be a Designated Subsidiary under the Non-423 Component. The current list of Designated Subsidiaries
is attached hereto as Appendix A.


 






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The term “Fair Market Value of the Common
Stock” on any given date means the fair market value of the Common Stock determined in good faith by the Administrator; provided,
however, that if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System
(“NASDAQ”), the NASDAQ Global Market, The New York Stock Exchange or another national securities exchange, the determination
shall be made by reference to the closing price on such date. If there is no closing price for such date, the determination shall be made
by reference to the last date preceding such date for which there is a closing price.


 


The term “Parent” means a “parent
corporation” with respect to the Company, as defined in Section 424(e) of the Code.


 


The term “Participant” means an individual
who is eligible as determined in Section 3 and who has complied with the provisions of Section 4.


 


The term “Subsidiary” means a “subsidiary
corporation” with respect to the Company, as defined in Section 424(f) of the Code.


 






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12.            Rights
on Termination of Employment. If a Participant’s employment terminates for any reason before the Exercise Date for any Offering,
no payroll deduction will be taken from any pay due and owing to the Participant and the balance in the Participant’s account will
be paid to such Participant or, in the case of such Participant’s death, to his or her designated beneficiary as if such Participant
had withdrawn from the Plan under Section 7. An employee will be deemed to have terminated employment, for this purpose, if the corporation
that employs him or her, having been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any corporation
other than the Company or a Designated Subsidiary; provided, however, that if a Participant transfers from an Offering under the 423 Component
to an Offering under the Non-423 Component, the exercise of the Participant’s Option will be qualified under the 423 Component only
to the extent that such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering under the Non-423
Component to an Offering under the 423 Component, the exercise of the Participant’s Option will remain non-qualified under the Non-423
Component. An employee will not be deemed to have terminated employment for this purpose if the employee is on an approved leave of absence
for military service or sickness or for any other purpose approved by the Company, if the employee’s right to reemployment is guaranteed
either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise
provides in writing.


 


13.            Special
Rules and Sub-Plans. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable
to the employees of a particular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate
for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that if such special rules or
sub-plans are inconsistent with the requirements of Section 423(b) of the Code, the employees subject to such special rules or
sub-plans will participate in the Non-423 Component. Any special rules or sub-plans established pursuant to this Section 13
shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants
in the Plan.


 






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14.            Optionees
Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall constitute such
Participant a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued
to him or her.


 


15.            Rights
Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution,
and are exercisable during the Participant’s lifetime only by the Participant.


 


16.            Application
of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for
any corporate purpose.


 


17.            Adjustment
in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the payment of a dividend
in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and the share limitation set
forth in Section 8 shall be equitably or proportionately adjusted to give proper effect to such event.


 


18.            Amendment
of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without the approval within
12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or
making any other change that would require stockholder approval in order for the 423 Component of the Plan, as amended, to qualify as
an “employee stock purchase plan” under Section 423(b) of the Code.


 


19.            Insufficient
Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number of shares
purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares then available
shall be apportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf of each Participant that
would otherwise be used to purchase Common Stock on such Exercise Date.


 






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20.            Termination
of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts of Participants
shall be promptly refunded.


 


21.            Governmental
Regulations. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to obtaining all governmental
approvals required in connection with the authorization, issuance, or sale of such stock.


 


22.            Governing
Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with the General Corporation
Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.


 


23.            Issuance
of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury
of the Company, or from any other proper source.


 


24.            Tax
Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant in connection
with the Plan. Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant, including shares issuable under the Plan.


 






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25.            Notification
Upon Sale of Shares Under the 423 Component. Each Participant agrees, by entering the 423 Component of the Plan, to give the Company
prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant
of the Option pursuant to which such shares were purchased or within one year after the date such shares were purchased.


 


26.            Effective
Date. This Plan shall become effective upon the date immediately preceding the Closing Date,
subject to approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by written
consent of the stockholders within 12 months before or after the date the Plan is adopted by the Board.


 






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APPENDIX A


 


Designated Subsidiaries


 


MarkForged, Inc.


 






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