POWER OF ATTORNEY
(For Executing Form ID and
Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Sam Lipson, Dennis Craig II
and Dorothy Vinsky of Cooley LLP, and Kristie Scott and James
Rallo of Xometry, Inc. (the " Company"), signing individually,
the undersigned's true and lawful attorneys-in-fact and agents
to:
(1) Prepare, execute in the undersigned's name and on the
undersigned' s behalf, and submit to the Securities and
Exchange Commission (the " SEC"), a Form ID and Forms 3, 4 and 5
(including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder, in the undersigned's capacity
as an officer, director or beneficial owner of more than 10%
of a registered class of securities of the Company;
(2) Do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to prepare
and execute any such Form ID and Forms 3, 4 or 5 (including
amendments thereto and joint filing agreements in connection
therewith) and file such forms with the SEC and any stock
exchange, self-regulatory association or any similar
authority; and
(3) Take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact
on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney in
fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming all that such attorney in fact, or such attorney in
fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights
and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, and their substitutes, in
serving in such capacity at the request of the undersigned,
are not assuming (nor is the Company assuming) any of the
undersigned' s responsibilities to comply with Section 16 of
the Exchange Act.
This Power of Attorney shall remain in full force and
effect until the earliest to occur of (a) the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a
signed writing delivered to the Company and the foregoing
attorneys-in fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer
employed by the Company or employed by or a partner at Cooley
LLP or another law firm representing the Company, as
applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of June 7, 2021.
By: /s/ Katharine Weymouth
Katharine Weymouth