MARKFORGED HOLDING CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance…

Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2021, Markforged Holding Corporation, through its wholly-ownedsubsidiary, MarkForged, Inc. (the "Company") entered into a Consent toAssignment and Fifth Amendment to Lease (the "Consent and Fifth Amendment") with1265 Main Office Subsidiary LLC (the "Landlord") and Clarks Americas, Inc. (the"Original Tenant"), which amended the lease dated by and between the Landlordand Original Tenant dated as of April 30, 2015 (as amended by the FirstAmendment to Lease dated as of July 11, 2016, the Second Amendment to Leasedated as of January 17, 2017, the Third Amendment to Lease dated as of May 21,2020, the Fourth Amendment to Lease dated as of January 28, 2021 and the Consentand Fifth Amendment, the "Lease") for the office building located at 60 TowerRoad, Waltham, Massachusetts (the "Premises"). Also on December 17, the Companyentered into an Assignment and Assumption Agreement with the Original Tenant(the "Assignment Agreement") pursuant to which the Company assumed the OriginalTenant's interest in and obligations under the Lease, effective April 1, 2022.Capitalized terms used but not otherwise defined herein have the meaningsascribed in the Consent and Fifth Amendment.

The Lease is for the entire rentable area of the Premises, which constitutes120,681 square feet. The Company intends to use the Premises as its new globalheadquarters. Pursuant to the terms of the Assignment Agreement, the Company'sassumption of the Original Tenant's interest in and obligations under the Leaseand the Premises shall be effective as of April 1, 2022 and will continue untilSeptember 30, 2031 (the "Term"). The Company will begin paying rent for thePremises on July 1, 2022, at an initial rate of $402,270 per month ("BaseRent"), which will increase in accordance with the schedule set forth in theConsent and Fifth Amendment, up to $492,781 per month at the conclusion of theLease. The Company's total obligation under the Lease is expected to beapproximately $67,415,630. Throughout the Term, the Company is responsible forpaying certain costs and expenses in addition to Base Rent, as specified in theLease, including insurance, maintenance costs, taxes, and operating expenses. Inaddition, the Company is responsible for paying the Landlord a security depositin the form of an irrevocable, unconditional, negotiable letter of credit in theamount of $804,540, which may be reduced to $402,270. The Lease also includesvarious covenants, indemnities, defaults, termination rights, and otherprovisions customary for lease transactions of this nature.

The foregoing descriptions of the Lease, the Consent and Fifth Amendment and theAssignment Agreement do not purport to be complete and are qualified in theirentirety by reference to the complete text of the Lease, the Consent and theFifth Amendment and Assignment Agreement, copies of which are attached hereto asExhibits 10.1 10.2 and 10.3, respectively, and are incorporated into thisCurrent Report on Form 8-K by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.

The disclosure contained in "Item 1.01 Entry into a Material DefinitiveAgreement" of this Current Report on Form 8-K is incorporated into this Item2.03 by reference.

On December 22, 2021, the Company issued a press release announcing theassignment and assumption of the Lease for its new global headquarters. A copyof the press release is furnished as Exhibit 99.1 and incorporated herein byreference. Neither Exhibit 99.1 nor any information contained therein shall bedeemed "filed" for the purposes of Section 18 of the Securities Exchange Act of1934 or otherwise subject to the liabilities of that section, nor shall eitherExhibit 99.1 or any information therein be deemed incorporated by reference inany filing under the Securities Act of 1933 or the Securities Exchange Act of1934 except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

* Exhibits and schedules to this agreement have been omitted as permitted underItem 601 of Regulation S-K and will be furnished supplementally upon request tothe Securities and Exchange Commission.

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MARKFORGED HOLDING CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance...