SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2023 • Velo3D, Inc. • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2023, between Velo3D, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNITY AGREEMENTIndemnification Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
30,000,000 Units Jaws Spitfire Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
Each Unit consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant, where each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representative informs the Company of its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 8th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 7, 2020 by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Spitfire Acquisition Corporation Miami Beach, FL 33139Securities Subscription Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on September 14, 2020 by and between Spitfire Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Spitfire Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC.Warrant Agreement • April 11th, 2024 • Velo3D, Inc. • Special industry machinery, nec • New York
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 12, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VELO3D, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 8th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 2, 2020, is made and entered into by and among Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Spitfire Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Jaws Spitfire Acquisition Corporation Miami Beach, FL 33139Underwriting Agreement • December 8th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursua
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2023 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 10 2023, is by and among Velo3D, Inc., a Delaware corporation with offices located at 511 Division Street, Campbell, CA 95008 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WARRANT AGREEMENT JAWS SPITFIRE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 7, 2020Warrant Agreement • December 8th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 7, 2020, is by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 8th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 2, 2020, is entered into by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Spitfire Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Velo3D, Inc. Shares of Common Stock SALES AGREEMENTSales Agreement • February 6th, 2023 • Velo3D, Inc. • Special industry machinery, nec
Velo3D, Inc., a Delaware corporation (the “Company”), confirms as follows its agreements with Needham & Company, LLC (the “Sales Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Jaws Spitfire Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
VELO3D, INC. And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 14, 2023Indenture • November 20th, 2023 • Velo3D, Inc. • Special industry machinery, nec • New York
INDENTURE, dated as of August 14, 2023, by and between Velo3D, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of United States, as Trustee (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Velo3D, Inc. • Special industry machinery, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2024, between Velo3D, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractPlacement Agency Agreement • April 11th, 2024 • Velo3D, Inc. • Special industry machinery, nec • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as sole placement agent, and Velo3D, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.00001 per share (“Common Stock”), and (ii) warrants to purchase Common Stock (the “Common Warrants”). The Common Stock and Common Warrants actually sold by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-268346) (the “Registration Statement”), whic
ContractWarrant Agreement • July 29th, 2022 • Velo3D, Inc. • Special industry machinery, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractPlacement Agency Agreement • December 28th, 2023 • Velo3D, Inc. • Special industry machinery, nec • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as sole placement agent, and Velo3D, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, in connection with the proposed registered direct offering (the “Placement”) of securities of the Company, consisting of: (i) shares of common stock, par value $0.00001 per share (“Common Stock”), (ii) warrants to purchase Common Stock (the “Common Warrants” or the “Warrants”). The Common Stock and Warrants actually sold by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-268346) (the “Registration Statement”), which was declared effective
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 5th, 2021 • Velo3D, Inc. • Special industry machinery, nec • Delaware
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 14, 2021 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and VELO3D, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • October 5th, 2021 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This Indemnity Agreement (this “Agreement”), dated as of ________________________, 2021 is made by and between Velo3D Inc., a Delaware corporation (the “Company”), and _________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC.Warrant to Purchase Shares of Common Stock • August 13th, 2024 • Velo3D, Inc. • Special industry machinery, nec • New York
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 13, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VELO3D, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 15th, 2024 • Velo3D, Inc. • Special industry machinery, nec • California
This revised Change in Control Agreement (the “Agreement”) is entered into by and between Bradley Kreger (the “Executive”) and Velo3D, Inc., a Delaware corporation (the “Company”), on May 10, 2024, and is effective as of May 10, 2024 (the “Effective Date”). This agreement replaces and nullifies the former Change in Control Agreement executed on September 28, 2023. All capitalized terms are as defined in this Agreement.
SECURITY AGREEMENTSecurity Agreement • November 20th, 2023 • Velo3D, Inc. • Special industry machinery, nec • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 14, 2023 among Velo3D, Inc., a Delaware corporation (the “Pledgor”), each of the Subsidiaries of the Pledgor from time to time party hereto (together with the Pledgor and all Additional Grantors (as defined below), the “Grantors”) and High Trail Investments ON LLC, a Delaware limited liability company, in its capacity as collateral agent for the benefit of the Holders (as defined below) and the Trustee (as defined in the Notes) (together with its successors and assigns in such capacity, the “Secured Party”).
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • October 5th, 2021 • Velo3D, Inc. • Special industry machinery, nec • Delaware
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 14, 2021 (the “Effective Date”), among (a) SILICON VALLEY BANK, a California corporation, in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender (“SVB”), (c) HERCULES CAPITAL, INC., a Maryland corporation, as a lender (“Hercules”) (SVB and Hercules and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) VELO3D, INC., a Delaware corporation (“Borrower”), provides the terms on which Agent and the Lenders shall lend to Borrower, and Borrower shall repay Agent and the Lenders. The parties agree as follows:
Certain information in this document indicated with “[*]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • November 28th, 2023 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of November 27, 2023, is by and among Velo3D, Inc., a Delaware corporation with offices located at 511 Division Street, Campbell, CA 95008 (the “Company”), and each of the investors listed on the Schedule of Holders attached hereto (individually, a “Holder” and collectively, the “Holders”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • September 30th, 2024 • Velo3D, Inc. • Special industry machinery, nec • Delaware
THIS DIRECTOR AGREEMENT (the “Agreement”) is made as of September 26, 2024, by and between Velo3D, Inc. (the “Company”), and Darryl Porter (“Director”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2021 • Velo3D, Inc. • Special industry machinery, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 29, 2021, is made and entered into by and among Velo3D, Inc. (f/k/a JAWS Spitfire Acquisition Corporation), a Delaware corporation (the “Company”), Spitfire Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto.
Up to $105,000,000 VELO3D, INC. Senior Secured Convertible Notes PLACEMENT AGENT AGREEMENT August 10, 2023 Credit Suisse Securities (USA) LLC As Placement Agent c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629...Placement Agent Agreement • November 20th, 2023 • Velo3D, Inc. • Special industry machinery, nec • New York
SECOND NOTE AMENDMENTNote Amendment • April 2nd, 2024 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This SECOND NOTE AMENDMENT, dated as of March 31, 2024 (this “Agreement”), is entered into between Velo3D, Inc., a Delaware corporation (the “Company”), High Trail Investments ON LLC (“Holder 1”) and HB SPV I Master Sub LLC (“Holder 2” and, together with Holder 1, the “Note Holders”) and acknowledged by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
HIGH TRAIL CAPITAL LP Hoboken, NJ 07030Securities Exchange Agreement • April 2nd, 2024 • Velo3D, Inc. • Special industry machinery, nec
Reference is made to that certain (i) Securities Exchange Agreement (the “Securities Exchange Agreement”), dated as of November 27, 2023, by and between Velo3D, Inc., a Delaware corporation (the “Company”), High Trail Investments ON LLC (“Holder 1”) and HB SPV I Master Sub LLC (“Holder 2” and together with Holder 1, the “Holders”) pursuant to which the Company issued (a) Senior Secured Note due 2026, Certificate No. A-1, on November 28, 2023 in the principal amount of $23,000,000 (“Note A-1”) and (b) Senior Secured Note due 2026, Certificate No. A-2, on November 28, 2023 in the principal amount of $34,500,000 (“Note A-2”) and (ii) Note Amendment (the “Note Amendment”), dated as of December 27, 2023, by and between the Company and the Holders and acknowledged by U.S. Bank Trust Company, National Association, as trustee, pursuant to which Note A-1 and Note A-2 were amended (as so amended, “Note 1” and “Note 2,” respectively, and collectively, the “Notes”). Terms used but not defined here
VELO3D, INC., Company AND SECOND SUPPLEMENTAL INDENTURE Dated as of November [•], 2023 Supplementing and Amending that Certain Indenture Dated as of August 14, 2023 Senior Secured NotesSecond Supplemental Indenture • November 28th, 2023 • Velo3D, Inc. • Special industry machinery, nec • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November [•], 2023 (this “Second Supplemental Indenture”) to the Indenture dated as of August 14, 2023, (the “Indenture”), in each case between Velo3D, Inc., a Delaware corporation (herein called the “Company”), having its registered office at 511 Division Street., Campbell, California 95008, and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Indenture.
JAWS SPITFIRE ACQUISITION CORPORATIONOffice Space and Support Services Agreement • December 8th, 2020 • JAWS Spitfire Acquisition Corp • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Jaws Spitfire Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Spitfire Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1601 Washington Avenue, Suite 800, Miami Beach, FL 33139 (or any successor location). In exchange therefore, the Company shall pay Spitfire Sponsor LLC a sum of $10,000 per month on the Effective Date and contin
Employment Agreement Velo3D, Inc. July 13, 2020Employment Agreement • June 29th, 2021 • JAWS Spitfire Acquisition Corp • Special industry machinery, nec
THIRD NOTE AMENDMENTThird Note Amendment • July 1st, 2024 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This THIRD NOTE AMENDMENT, dated as of July 1, 2024 (this “Agreement”), is entered into between Velo3D, Inc., a Delaware corporation (the “Company”), High Trail Investments ON LLC (“Holder 1”) and HB SPV I Master Sub LLC (“Holder 2” and, together with Holder 1, the “Note Holders”) and acknowledged by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
