WARRANT TO PURCHASE SHARES OF COMMON STOCK VELO3D, INC.Velo3D, Inc. • December 28th, 2023 • Special industry machinery, nec
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 December 31, 2023 (the “Initial Exercise Date”) and on or prior to 5:00pm (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).
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”).
ContractVelo3D, Inc. • December 28th, 2023 • 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
NOTE AMENDMENTNote Amendment • December 28th, 2023 • Velo3D, Inc. • Special industry machinery, nec • Delaware
This NOTE AMENDMENT, dated as of December 27, 2023 (this “Agreement”), is entered into between Velo3D, Inc., a Delaware corporation (the “Company”), the undersigned holder (“Holder 1”) of that Senior Secured Note due 2026, Certificate No. A-2, issued by the Company on November 28, 2023 in the principal amount of thirty-four million five hundred thousand dollars ($34,500,000) (the “Holder 1 Note”), the undersigned holder (“Holder 2” and, together with Holder 1, the “Note Holders”) of that Senior Secured Note due 2026, Certificate No. A-1, issued by the Company on November 28, 2023 in the principal amount of twenty-three million dollars ($23,000,000) (the “Holder 2 Note” and together with the Holder 1 Note, the “Notes”) and acknowledged by U.S. Bank Trust Company, as trustee (the “Trustee”).
