Exhibit 2.1 Execution Version Agreement and Plan of Merger by and among Desktop Metal, Inc., Texas Merger Sub I, Inc., Texas Merger Sub Ii, Llc and the Exone Company

• Date: 20 November 2021
• Section: Merger Agreements

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among

DESKTOP METAL, INC., TEXAS MERGER SUB I, INC., TEXAS MERGER SUB II, LLC

and THE EXONE COMPANY Dated as of August 11, 2021

TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 Merger I 2

Section 1.2 Merger II 3 Section 1.3 Closing Date Rule Methodology 3 Section 1.4

Closing 3 Section 1.5 Effective Times 4 ARTICLE II MERGER CONSIDERATION;

CONVERSION OF STOCK 4 Section 2.1 Effect on Capital Stock 4 Section 2.2

Appointment of Exchange Agent 7 Section 2.3 Exchange of Certificates 7 Section

2.4 Company Equity Awards 11 Section 2.5 Withholding 13 ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 13 Section 3.1 Organization,

Standing and Power; Subsidiaries 14 Section 3.2 Capital Stock 14 Section 3.3

Authority 16 Section 3.4 No Conflict; Consents and Approvals 17 Section 3.5 SEC

Reports; Financial Statements 18 Section 3.6 No Undisclosed Liabilities 20

Section 3.7 Information Supplied 20 Section 3.8 Absence of Certain Changes or

Events 20 Section 3.9 Legal Proceedings 21 Section 3.10 Compliance with Laws;

Permits 21 Section 3.11 Benefit Plans 23 Section 3.12 Labor Matters 25

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Section 3.13 Environmental Matters 26 Section 3.14 Taxes 27 Section 3.15

Contracts 29 Section 3.16 Insurance 31

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TABLE OF CONTENTS (continued) Page Section 3.17 Properties 32 Section 3.18

Intellectual Property; Software 33 Section 3.19 Affiliate Transactions 38

Section 3.20 Government Contracts 38 Section 3.21 Brokers 38 Section 3.22

Takeover Statutes 38 Section 3.23 Fairness Opinion 39 Section 3.24 Material

Customers and Suppliers 39 Section 3.25 Ownership of Company Shares 39 Section

3.26 No Other Representations and Warranties 39 ARTICLE IV REPRESENTATIONS AND

WARRANTIES OF PARENT, MERGER SUB I AND MERGER SUB II 40 Section 4.1

Organization, Standing and Power 40 Section 4.2 Capital Stock 41 Section 4.3

Authority 42 Section 4.4 No Conflict; Consents and Approvals 43 Section 4.5 SEC

Reports; Financial Statements 44 Section 4.6 No Undisclosed Liabilities 45

Section 4.7 Information Supplied 46 Section 4.8 Absence of Certain Changes or

Events 46 Section 4.9 Legal Proceedings 46 Section 4.10 Compliance with Laws;

Permits 46 Section 4.11 Benefit Plans 47 Section 4.12 Labor Matters 48 Section

4.13 Environmental Matters 49 Section 4.14 Taxes 49 Section 4.15 Contracts 51

Section 4.16 Intellectual Property 52 Section 4.17 Ownership of Parent Shares 53

Section 4.18 Ownership and Operations of Merger Sub I and Merger Sub II 53

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TABLE OF CONTENTS (continued) Page Section 4.19 Sufficiency of Funds 53

Section 4.20 Brokers 53

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Section 4.21 No Other Representations and Warranties 53 ARTICLE V COVENANTS 54

Section 5.1 Conduct of Business of the Company 54 Section 5.2 Conduct of

Business of Parent, Merger Sub I and Merger Sub II 58 Section 5.3 Company

Acquisition Proposals 59 Section 5.4 Preparation of the Form S-4 and Proxy

Statement/Prospectus; Stockholders Meeting 63 Section 5.5 Access to Information;

Confidentiality 65 Section 5.6 Further Action; Efforts 66 Section 5.7 Employee

Matters 68 Section 5.8 Notification of Certain Matters 70 Section 5.9

Indemnification, Exculpation and Insurance 70 Section 5.10 Section 16 Matters 72

Section 5.11 Anti-Takeover Statutes 72 Section 5.12 Control of Operations 72

Section 5.13 Stockholder Litigation 72 Section 5.14 Public Announcements 73

Section 5.15 Transfer Taxes 73 Section 5.16 Stock Exchange Listing and Delisting

73 Section 5.17 Tax Treatment 73 Section 5.18 Expenses 74 Section 5.19

Resignation of Directors 75 ARTICLE VI CONDITIONS PRECEDENT 75 Section 6.1

Conditions to Each Party’s Obligations to Effect Merger I 75 Section 6.2

Conditions to Obligations of Parent, Merger Sub II and Merger Sub I 76 Section

6.3 Conditions to Obligations of the Company 76

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TABLE OF CONTENTS (continued) Page ARTICLE VII TERMINATION, AMENDMENT AND

WAIVER 78 Section 7.1 Termination 78 Section 7.2 Effect of Termination 79

Section 7.3 Termination Fees 79 Section 7.4 Amendment or Supplement 81 Section

7.5 Extension of Time; Waiver 81 ARTICLE VIII GENERAL PROVISIONS 82 Section

8.1 Nonsurvival of Representations and Warranties 82 Section 8.2 Notices 82

Section 8.3 Certain Definitions 83 Section 8.4 Interpretation 90 Section 8.5

Entire Agreement 90 Section 8.6 No Third-Party Beneficiaries 91 Section 8.7

Governing Law 91 Section 8.8 Jurisdiction; Enforcement 91 Section 8.9

Assignment; Successors 92

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Section 8.10 Remedies 92 Section 8.11 Currency 92 Section 8.12 Severability 92

Section 8.13 Waiver of Jury Trial 93 Section 8.14 Counterparts; Execution 93

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ANNEX, EXHIBIT AND SCHEDULE INDEX Annex I Defined Term Index Exhibit A

Form of Certificate of Formation of the Surviving Company Exhibit B Form of

Operating Agreement of the Surviving Company Exhibit C Form of Support Agreement

Exhibit D-1 Form of Parent S-4 Tax Certificate Exhibit D-2 Form of Company S-4

Tax Certificate Exhibit D-3 Form of Parent Closing Tax Certificate Exhibit D-4

Form of Company Closing Tax Certificate Schedule 6.1(c) Required Regulatory

Approvals

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AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of

August 11, 2021 (this “Agreement”), is by and among DESKTOP METAL, INC., a

Delaware corporation (“Parent”), Texas Merger Sub I, Inc., a Delaware

corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”),

Texas Merger Sub II, LLC, a Delaware limited liability company and a direct,

wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub

I, the “Merger Subs”), and THE EXONE COMPANY, a Delaware corporation (the

“Company”). An index of defined terms is provided in Annex I attached hereto.

RECITALS WHEREAS, upon the terms and subject to the conditions set forth in

this Agreement, at the Effective Time, Merger Sub I will be merged with and into

the Company with the Company as the Surviving Corporation (“Merger I”), in

accordance with the Delaware General Corporation Law (the “DGCL”), whereby each

share of common stock of the Company, par value $0.01 per share (the “Company

Common Stock”), issued and outstanding immediately prior to the Effective Time,

other than any Excluded Shares and Dissenting Shares, will be converted into the

right to receive the Merger Consideration; WHEREAS, immediately after the

Effective Time, Parent will cause the Company, as the surviving corporation in

Merger I, to merge with and into Merger Sub II, with Merger Sub II as the

surviving company in such merger (“Merger II” and, together with Merger I, the

“Mergers”), in accordance with Section 1.2, on the terms and subject to the

conditions of this Agreement and in accordance with the DGCL and the Delaware

Limited Liability Company Act (the “LLC Act”); WHEREAS, for U.S. federal

income tax purposes, it is intended that Merger I and Merger II, taken together,

shall qualify as a “reorganization” within the meaning of Section 368(a) of the

Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement

will be, and hereby is, adopted as a “plan of reorganization” for purposes of

Sections 354, 361 and the 368 of the Code and within the meaning of Section 368

of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a);

WHEREAS, each of the Company Board, the Parent Board, the board of directors of

Merger Sub I and the board of managers of Merger Sub II has approved and

declared advisable this Agreement and the transactions contemplated by this

Agreement, including the Mergers; WHEREAS, contemporaneously with the

execution and delivery of this Agreement, in connection with the transactions

contemplated by this Agreement, certain holders of shares of Company Common

Stock have entered into a Support Agreement, dated as of the date hereof (the

“Support Agreement”), in the form attached hereto as Exhibit C, with Parent;

WHEREAS, the Company Board has unanimously, upon the terms and subject to the

conditions set forth herein, (i) determined that this Agreement and the

transactions contemplated hereby, including the Mergers, are advisable, fair to

and in the best interests of the Company and its stockholders, (ii) approved,

adopted and declared advisable this Agreement and the transactions contemplated

hereby, including the Mergers, (iii) directed that this Agreement be submitted

to the stockholders of the Company for its adoption, and (iv) recommended that

the Company’s stockholders adopt this Agreement;

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WHEREAS, Parent, as the sole stockholder of Merger Sub I and the sole member

of Merger Sub II, has adopted and approved this Agreement, and the consummation

of the Mergers and the other transactions contemplated hereby on behalf of

Merger Sub I and Merger Sub II, pursuant to an action by written consent, which

consent by its terms shall become effective immediately following the execution

of this Agreement by the parties hereto; and