Gregory Mark - 14 Jul 2021 Form 3 Insider Report for Markforged Holding Corp

Footnote F1

The Trustees of The Gregory Mark Irrevocable Family Trust are the reporting person and two immediate family members. Voting and investment power of the shares is exercised by the reporting person and his co-trustees.

Footnote F2

The Trustee of The Gregory Mark 2020 Grantor Retained Annuity Trust is the reporting person.

Footnote F3

This stock option shall vest over four years, with 25% of the shares vesting 12 months after the vesting commencement date, and 1/48 of the shares shall vest on each monthly anniversary.

Footnote F4

On July 14, 2021 (the "Closing Date") one, the Issuer's predecessor, consummated the business combination (the "Business Combination") pursuant to the terms of the merger agreement dated as of February 23, 2021 by and among one, Caspian Merger Sub Inc., a Delaware corporation and MarkForged, Inc., a Delaware corporation. On the Closing Date, Gregory Mark., received the right to acquire 1,781,353 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 971,647 of which will be released from escrow if the value weighted average price ("VWAP") for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 809,706 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.

Footnote F5

On the Closing Date, The Gregory Mark Irrevocable Family Trust., received the right to acquire 241,373 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 131,658 of which will be released from escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 109,715 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.

Footnote F6

On the Closing Date, The Gregory Mark 2020 Grantor Retained Annuity Trust, received the right to acquire 120,686 shares of the Issuer's Common Stock in connection with the Business Combination, (i) 65,829 of which will be released from escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $12.50; and (ii) 54,857 of which will be released from such escrow if the VWAP for at least 20 of any 30 consecutive trading days following the Closing Date is at least $15.00. Any shares not eligible to be released within five years of the Closing Date will be forfeited and canceled.