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 NotesIndenture • 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.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 28th, 2023 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 27, 2023, by and between Velo3D, Inc., a Delaware corporation (the “Company”) and High Trail Investments ON LLC and HB SPV I Master Sub LLC (each, a “Holder” and together, the “Holders”).
FORM OF AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • November 28th, 2023 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is made and entered into as of November [•], 2023, by and among Velo3D, Inc., a Delaware corporation (the “Pledgor”), each of the Subsidiaries of the Pledgor from time to time party hereto (collectively with the Pledgor, 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 (together with its successors and assigns in such capacity, the “Secured Party”).
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 AGREEMENTVoting 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”).
