—] Shares PROTO LABS, INC. Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2012 • Proto Labs Inc • Fabricated structural metal products • New York
—] Shares PROTO LABS, INC. Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • New York
PROTO LABS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 4th, 2021 • Proto Labs Inc • Fabricated structural metal products • Minnesota
This Executive Employment Agreement (the “Agreement”) is entered into as of January 29, 2021 (the “Effective Date”) by and between Proto Labs, Inc., a Minnesota corporation (the “Company”), and Robert Bodor (“Executive”).
SEVERANCE AGREEMENTSeverance Agreement • June 6th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
This Severance Agreement (the “Agreement”) is entered into as of ________ (the “Effective Date”) by and between Proto Labs, Inc., a Minnesota corporation (the “Company”), and ______________ (“Executive”), an individual residing in ___________.
PROTO LABS, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Stock Unit Award on the terms shown in the table below. The terms and conditions of this Stock Unit Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Stock Unit Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Deferred Stock Unit AgreementDeferred Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
This Deferred Stock Unit Agreement (the “Agreement”) is made and entered into as of the grant date indicated below (the “Grant Date”), by and between Proto Labs, Inc. (the “Company”), and you, the participant whose name appears below. The Agreement consists of this cover page and the Deferred Stock Unit Terms and Conditions on the following pages.
PROTO LABS, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Stock Unit Award on the terms shown in the table below. The terms and conditions of this Stock Unit Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Stock Unit Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Employee Incentive Stock Option AgreementEmployee Incentive Stock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Performance Stock Unit AgreementPerformance Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, an award of Performance Stock Unit (the “Units”). The terms and conditions of this Performance Stock Unit Award (this “Award”) are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Stock Unit Award on the terms shown in the table below. The terms and conditions of this Stock Unit Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Stock Unit Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Director Non-Statutory Stock Option AgreementStock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
Proto Labs, Inc. Non-Statutory Stock Option AgreementStock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
This is a Non-Statutory Stock Option Agreement (“Agreement”) between Proto Labs, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the Date of Grant specified above.
PROTO LABS, INC.Stock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
The ProtoMold Company, INC. Non-Statutory Stock Option Agreement (Employee)Stock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
This is a Non-Statutory Stock Option Agreement (“Agreement”) between The ProtoMold Company, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 1st day of August, 2008, by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
THE PROTOMOLD COMPANY, INC. STOCK SUBSCRIPTION WARRANTProto Labs Inc • February 23rd, 2012 • Fabricated structural metal products • Minnesota
THIS CERTIFIES that, for value received, John Tumelty, an individual residing at Hobland House, High Street, East Ilsley, Berkshire England RG207LE (the “Recipient”) or permitted assigns (the Recipient and his permitted assigns, each a “Holder”), shall be entitled to subscribe for and purchase from THE PROTOMOLD COMPANY, INC., a Minnesota corporation (the “Company”), up to 15,000 shares (the “Warrant Shares”) of Common Stock, $.001 par value per share, of the Company (the “Common Stock”), at the Exercise Price (as defined in Section 2 hereof), during the Exercise Period (as defined in Section 1 hereof), pursuant to the terms and subject to the conditions hereof.
AMENDMENTAmendment • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products
This Amendment (this “Amendment”), dated as of February 10, 2012, amends and modifies the (i) Amended and Restated Investors’ Rights Agreement, dated July 19, 2011 (the “IRA”), by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), and each investor that is party thereto, (ii) Voting Agreement, dated August 1, 2008 and amended May 31, 2011 (the “Voting Agreement”), by and among the Company and each investor (a “Voting Investor”) and key holder (a “Voting Key Holder”) that is party thereto, (iii) Right of First Refusal and Co-Sale Agreement, dated August 1, 2008 (the “ROFR and Co-Sale Agreement”), by and among the Company and each investor (a “ROFR Investor”) and key holder (a “ROFR Key Holder”) that is party thereto.
SEVERANCE AGREEMENTSeverance Agreement • May 8th, 2013 • Proto Labs Inc • Fabricated structural metal products • England and Wales
This SEVERANCE AGREEMENT (the “Agreement”) is entered into as of March 15, 2013 (the “Effective Date”) by and between PROTO LABS LIMITED, a company registered in England and Wales with company number 05366160 (the “Company”), and JOHN TUMELTY (“Executive”), an individual residing in England, UK.
Proto Labs, Inc. Non-Statutory Stock Option AgreementStock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
This is a Non-Statutory Stock Option Agreement (“Agreement”) between Proto Labs, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the Date of Grant specified above.
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • July 25th, 2011 • Proto Labs Inc
This Amendment No. 1 to Voting Agreement, dated as of May 31, 2011 (this “Amendment”), amends that certain Voting Agreement dated as of August 1, 2008 (the “Agreement”), by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), and the Investors and Shareholders party thereto.
CONSULTING AGREEMENTConsulting Agreement • February 4th, 2021 • Proto Labs Inc • Fabricated structural metal products • Minnesota
This Consulting Agreement (this “Agreement”) is made and entered into by and between Proto Labs, Inc., a Minnesota corporation (the “Company”), and Victoria M. Holt, a resident of the State of Minnesota (the “Consultant”), effective as of February 4, 2021 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among 3D HUBS, INC., PROTO LABS, INC., LITHIUM MERGER SUB I, INC., LITHIUM MERGER SUB II, INC., and Shareholder Representative Services LLC, solely in its capacity as the Securityholder Representative January 18, 2021Agreement and Plan of Merger • January 19th, 2021 • Proto Labs Inc • Fabricated structural metal products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 18, 2020, is made by and among 3D Hubs, Inc., a Delaware corporation (the “Company”), Proto Labs, Inc., a Minnesota corporation (the “Parent”), Lithium Merger Sub I, Inc., a Delaware corporation and wholly owned Subsidiary of the Parent (the “Merger Sub I”), Lithium Merger Sub II, Inc., a Delaware corporation and wholly owned Subsidiary of the Parent (the “Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact for the Securityholders (the “Securityholder Representative”). The Parent, the Merger Subs and the Company, and, solely in its capacity as and solely to the extent applicable, the Securityholder Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwis
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG PROTO LABS, INC. THE RAPID MANUFACTURING GROUP LLC and THE MEMBERS OF THE RAPID MANUFACTURING GROUP LLC November 16, 2017Membership Interest Purchase Agreement • November 21st, 2017 • Proto Labs Inc • Fabricated structural metal products • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is dated as of November 16, 2017, by and among Proto Labs, Inc., a Minnesota corporation (“Purchaser”), The Rapid Manufacturing Group LLC, a New Hampshire limited liability company (the “Company”), each Person listed on Schedule I attached hereto under the heading “Members” (each such Person individually, a “Member” and, collectively, the “Members”), and James L. Jacobs, II, as the Member Representative (as defined below).
PROTO LABS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1st day of June, 2011 (the “Effective Date”) by and between PROTO LABS, INC., a Delaware corporation (the “Company”), and JOHN R. JUDD (“Executive”), an individual residing in the State of Minnesota.
PROTO LABS, INC. Employee Non-Statutory Stock Option AgreementNon-Statutory Stock Option Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
AMENDED AND RESTATED SEVERANCE AGREEMENTAmended and Restated Severance Agreement • August 2nd, 2019 • Proto Labs Inc • Fabricated structural metal products • Minnesota
This Amended and Restated Severance Agreement (the “Agreement”) is entered into as of August 1, 2019 (the “Effective Date”) by and between Proto Labs, Inc., a Minnesota corporation (the “Company”), and John A. Way (“Executive”), an individual residing in the State of Minnesota.
VOTING AGREEMENTAdoption Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of August, 2008, by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $.001 par value per share (“Series A Preferred Stock”), listed on Schedule A (together with any subsequent investors, or any transferees, who become parties hereto as “Investors” pursuant to Sections 5.1(a) or 5.2 below, the “Investors”) and those certain shareholders of the Company listed on Schedule B (together with any subsequent shareholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 5.1(b) or 5.2 below, the “Key Holders,” and together collectively with the Investors, the “Shareholders”).
The ProtoMold Company, Inc. Incentive Stock Option AgreementIncentive Stock Option Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
This is an Incentive Stock Option Agreement (“Agreement”) between The ProtoMold Company, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.
PROTO LABS, INC. Director Non-Statutory Stock Option AgreementNon-Statutory Stock Option Agreement • February 13th, 2012 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
PROTO LABS, INC. Restricted Stock AgreementRestricted Stock Agreement • February 6th, 2014 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2012 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Restricted Stock Award on the terms shown in the table below. The terms and conditions of this Restricted Stock Award (this “Award”) are set forth in this Agreement, consisting of this cover page and the Restricted Stock Agreement Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • May 14th, 2019 • Proto Labs Inc • Fabricated structural metal products • Minnesota
This Transition and Separation Agreement (“Agreement”) is entered into by and between David Fein (“Employee”) and Proto Labs, Inc. (the “Company”), effective as of May 8, 2019 (the “Effective Date”).
PROTO LABS, INC. Employee Non-Statutory Stock Option AgreementEmployee Non-Statutory Stock Option Agreement • August 30th, 2022 • Proto Labs Inc • Fabricated structural metal products • Minnesota
Proto Labs, Inc. (the “Company”), pursuant to its 2022 Long-Term Incentive Plan (the “Plan”), hereby grants to you, the Optionee named below, an Option to purchase the number of shares of the Company’s common stock shown in the table below at the specified exercise price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 25th, 2011 • Proto Labs Inc • Minnesota
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 19th day of July, 2011, by and among Proto Labs, Inc., a Minnesota corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and amends and restates that certain Investors’ Rights Agreement (the “Predecessor Agreement”), dated as of August 1, 2008, by and among the Company, North Bridge Growth Equity I, L.P., a Delaware limited partnership (“North Bridge”) and Protomold Investment Company, LLC, a Minnesota limited liability company (“PIC”).
CREDIT AGREEMENTCredit Agreement • December 1st, 2017 • Proto Labs Inc • Fabricated structural metal products • Minnesota
THIS CREDIT AGREEMENT, together with all exhibits and schedules attached hereto and hereby made a part hereof (“Agreement”), is made as of November 27, 2017, by and among PROTO LABS, INC., a Minnesota corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • July 25th, 2011 • Proto Labs Inc
Proto Labs, Inc., a Minnesota corporation (the “Company”) hereby acknowledges and agrees that North Bridge Growth Equity I, L.P., a Delaware limited partnership (the “Fund”), by reason of its purchase of shares of Series A Preferred Stock, par value $.001 per share, of the Company and as long as it continues to own any such shares, directly and individually has the right to exercise solely on its own behalf the management rights set forth herein. Subject to the limitations and obligations set forth in Section 3 of that certain Investors’ Rights Agreement, dated as of August 1, 2008, by and among the Company, the Fund and Protomold Investment Company, LLC (but not any requirement the Fund and its affiliates hold any specified amount of the Company’s securities) , the Company hereby agrees that each Fund separately has the following management rights:
