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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 21, 2025
Velo3D,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39757 |
|
98-1556965 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
2710
Lakeview Court,
Fremont, California |
|
94538 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(408)
610-3915
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
February 21, 2025, Velo3D, Inc., a Delaware corporation (the “Company”), entered into Warrant Exchange Agreements
(the “Exchange Agreements”) with each of: (i) Highbridge Tactical Credit Master Fund, L.P. (“HM”);
(ii) Highbridge Tactical Credit Institutional Fund, Ltd. (collectively with HM, the “Highbridge Holders”); (iii) Anson
Investments Master Fund LP (“AMF”); (iv) Anson East Master Fund LP (collectively with AMF, the “Anson Holders”);
(v) High Trail Investments ON LLC (“HTI”), and (vi) HB SPV I Master LLC (together with HTI, the “High Trail
Holders”), pursuant to which: (a) the Highbridge Holders and the Anson Holders agreed to exchange an aggregate of 902,247 registered
warrants issued in April of 2024 and an aggregate of 1,485,714 registered warrants issued in August of 2024, and (b) the High Trail Holders
agreed to exchange an aggregate of 2,277,117 unregistered warrants issued in April of 2024 and July of 2024, and an aggregate of 285,715
registered warrants issued in December of 2023 (collectively, the “Exchange”), for an aggregate of 14,852,379 shares
(the “Acquired Shares”) of Company’s Common Stock, par value $0.00001 per share (the “Common Stock”),
respectively, equating in each case to an exchange ratio of three Acquired Shares for each warrant. The Company will receive no additional
consideration in connection with the Exchange, and has not paid or given any commission or other remuneration directly or indirectly
for soliciting the Exchange. The Exchange Agreements contain customary representations. In addition, the Exchange Agreements with the
High Trail Holders provide that, if on any trading day (as defined in such agreements) on which any High Trail Holder continues to hold
Acquired Shares, the Company has failed to file all required reports (other than Form 8-K Reports) under section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (“Required Reports”) during the 12 months preceding such trading day (or for such
shorter period that the Company was required to file such reports), the Company shall issue to such High Trail Holder, as partial liquidated
damages, a number of newly issued shares of Common Stock equal to one-fifth of one percent (0.2%) of the number of Acquired Shares then
held by such High Trail Holder for every trading day on which such failure continues. This liquidated damages provision will terminate
on the date on which the Company has met its obligation to file all Required Reports on 365 separate days. The Company has also agreed
to facilitate the sale of shares of Common Stock received by the High Trail Holders under their Exchange Agreements under Rule 144 of
the Securities Act of 1933, as amended, or as otherwise permitted by applicable law. In connection therewith, the Company has agreed
to pay, in cash to the relevant High Trail Holder, the difference between the cost (including brokerage commissions and other out-of-pocket
expenses) of any Common Stock required to be purchased by such High Trail Holder to cover a trade, and the price at which such trade
is executed, to the extent the Company has not delivered unlegended shares to such High Trail Holder when required under the Exchange
Agreements within two trading days following receipt from such High Trail Holder of required documentation. The closing of the Exchange
is expected to occur on February 24, 2025 (the “Closing Date”).
Pursuant
to the Exchange Agreements, the Company has agreed that from the date of the Exchange Agreements until 45 days after the Closing Date,
neither the Company nor any of its subsidiaries will (i) issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any equity securities in the Company or any securities or debt or other rights convertible into, or exchangeable or exercisable
for, any equity interests in the Company, other than issuances under similar warrant exchanges, employee benefit plans, and/or outstanding
convertible securities or debt, or (ii) file any registration statement or amendment or supplement thereto, other than the filing a registration
statement on Form S-8 in connection with any employee benefit plan.
Pursuant
to a condition to the consummation of the Exchange, the Company entered into lock-up agreements with each of its directors and executive
officers, dated February 21, 2025 (the “Lock Up Agreements”). Under the Lock-Up Agreements, each such executive officer
and director agreed, subject to specified exceptions, not to directly or indirectly sell or transfer any shares of Common Stock, or securities
convertible into, or exchangeable or exercisable for, shares of Common Stock, until 45 days after the Closing Date. Specifically, these
individuals agreed (during the 45-day lock-up period), not to: (a) offer for sale, sell, pledge, or otherwise transfer or dispose of
(or enter into any transaction that is designed to, or could reasonably be expected to, result in the transfer or disposition by any
person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed
to be beneficially owned by such persons and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities
convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers
to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction
described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except
as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments
thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable
for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing. Notwithstanding
the foregoing, shares of Common Stock may be transferred under limited circumstances, including, inter alia, transactions relating
to shares of Common Stock or other securities acquired in the open market that do not require the filing of reports under Section 16
of the Securities Exchange Act of 1934, as amended; specified gifts; transfers by will or intestate succession; transfers to immediate
family members; transfers to satisfy withholding obligations for any equity award granted pursuant to the terms of the Company’s
stock option/incentive plans, such as upon exercise, conversion, vesting, settlement, lapse of substantial risk of forfeiture, or other
similar taxable event, in each case pursuant to “sale to cover” transactions; or specified pledges to secure obligations
under borrowings.
The
foregoing descriptions of the Exchange Agreements and the Lock-Up Agreements do not purport to be complete, and are qualified in their
entirety by reference to the full text of the form of Exchange Agreement for the Highbridge Holders and the Anson Holders, the form of
Exchange Agreement for the High Trail Holders, and the form of Lock-Up Agreement, copies of which are filed as Exhibits 10.1, 10.2 and
10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant
to the Exchange Agreements, the Company will issue a total of 14,852,379 shares of Common Stock on the Closing Date in exchange for the
cancellation of an aggregate of 4,950,793 warrants. There will be no additional consideration. The Common Stock will be issued in reliance
on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements related to the Exchange and the expected timing of the Closing Date. These forward-looking statements are based on the current
expectations of the Company’s management, and are not predictions of actual performance. Such statements are subject to risks and
uncertainties that may cause actual results and/or the timing of events to differ materially from those expressed or implied by such
forward-looking statements. These risks and uncertainties include the risk that the Company is unable to consummate the Exchange on the
expected terms, in a timely manner, or at all. Additional risks and uncertainties are described in the Company’s filings with the
Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under
the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and risks described in other documents subsequently filed by
the Company with the SEC, all of which are available at www.sec.gov. All forward-looking statements included in this Current Report
on Form 8-K are made only as of the date hereof, and the Company disclaims any intention or obligation to update or revise any such forward-looking
statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required
by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
Velo3D,
Inc. |
| |
|
|
| Date:
February 24, 2025 |
By: |
/s/
Hull Xu |
| |
|
Hull
Xu |
| |
|
Chief
Financial Officer |
Exhibit
10.1
WARRANT
EXCHANGE AGREEMENT
This
Warrant Exchange Agreement (this “Agreement”) is entered into as of February [●], 2025, by and between Velo3D,
Inc., a Delaware corporation (the “Company”), and [●], a [●] with the principal address set forth on its
signature page hereto (the “Investor”). The parties to this Agreement are referred to herein as the “Parties”
or, each individually, as a “Party.”
RECITALS
WHEREAS,
the Investor currently holds warrants to purchase shares of common stock as set forth on Schedule I hereto (the “Existing
Warrants”) representing the right to purchase up to [●] shares of common stock $0.00001 par value per share (the “Common
Stock”) of the Company (each a “Warrant Share” and collectively, the “Warrant Shares”);
and
WHEREAS,
the Parties wish to enter into this Agreement, pursuant to which the Investor will irrevocably exchange (i) all of its right, interest
and title in, under and to the Existing Warrants, including its right to exercise the Existing Warrants for Warrant Shares, for (ii)
newly issued shares of Common Stock at an exchange ratio of one (1) Warrant Share for three (3) shares of Common Stock, resulting in
the exchange of the Existing Warrants into [●] shares of Common Stock (the “Acquired Shares”), on the terms
and conditions set forth herein.
WHEREAS,
the exchange of the Existing Warrants for the Acquired Shares is being made in reliance upon the exemption from registration provided
by Section 3(a)(9) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities
Act”).
NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and
for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereto
agree as follows:
AGREEMENT
| 1. |
Issuance
and Exchange. |
| |
(a) |
Subject
to the terms and conditions set forth in this Agreement, (i) the Investor hereby assigns and transfers to the Company any and all
rights, title, and interests in, under and to the Existing Warrants (and hereby relinquishes any claims the Investor may have against
the Company related thereto other than for the receipt of the Acquired Shares) and shall surrender for cancellation to the Company
all of the Existing Warrants, which shall be deemed automatically cancelled and retired in full at the Closing, and the Existing
Warrants shall thereafter be deemed automatically terminated and all rights, liabilities and obligations of the Company thereunder
discharged in full (and all claims the Investor may have against the Company related to the Existing Warrants relinquished), and
(ii) in consideration therefor, the Company shall issue to the Investor [●] shares of Common Stock (the “Exchange”). |
| |
(b) |
The
Exchange shall occur on the first business day following the date of this Agreement (the “Closing Date”). Consummation
of the Exchange shall be conditioned on the entry by the Company, as of the Closing date, into lock-up agreements, substantially
in the form attached hereto as Exhibit A, between the Company and each of its directors and executive officers (the “Lock-up
Agreements”). |
| |
(c) |
Upon
consummation of the Exchange on the Closing Date (the “Closing”), the Company shall issue the Acquired Shares
and authorize and instruct the Company’s transfer agent to transmit the Acquired Shares, in uncertificated, book-entry form
to the Investor, by crediting the Investor’s or its designee’s balance account with The Depository Trust Company through
its Deposit or Withdrawal Custodian System as of the Closing. Notwithstanding anything to the contrary in the Existing Warrants,
the Investor hereby (i) waives its right to exercise such Existing Warrants to purchase the Warrant Shares, and (ii) agrees to exchange
its right to purchase each Warrant Share and any and all other rights in, under and to the Existing Warrants for three (3) shares
of Common Stock in respect of each such Warrant Share pursuant to the terms and conditions of this Agreement. |
| |
(d) |
The
issuance of the Acquired Shares to the Investor will be made without registration of such Acquired Shares under the Securities Act,
in reliance upon the exemption therefrom provided by Section 3(a)(9) of the Securities Act and accordingly, the Acquired Shares will
be issued by the Company to the Investor without any restrictive legends or other similar notations restricting the transfer thereof
under U.S. federal securities laws. |
| 2. |
Delivery
of Acquired Shares. The rights, privileges and preferences of the Acquired Shares shall be those ascribed to the Common Stock
in the Company’s certificate of incorporation, bylaws or any other charter document of the Company, as shall be in effect from
time to time. |
| 3. |
Representations
and Warranties of the Investor. The Investor represents and warrants to the Company as follows as of the Closing: |
| |
(a) |
Organization
and Power. The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
The Investor possesses all requisite power and authority necessary to execute and carry out the transactions contemplated by this
Agreement. |
| |
(b) |
Authorization;
No Consents; No Breach. |
| |
(i) |
The
execution, delivery and performance of this Agreement has been duly authorized by the Investor. This Agreement constitutes a valid
and binding obligation of the Investor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general
equitable principles (whether considered in a proceeding in equity or law). |
| |
(ii) |
No
order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or
registration with, any governmental authority is required by or with respect to the Investor in connection with the execution, delivery
and performance by the Investor of this Agreement except for such filings and notices of sale as may be required after the date hereof
under applicable federal or state securities laws. |
| |
(iii) |
The
execution, delivery and performance by the Investor of this Agreement does not and will not (i) violate the certificate of incorporation,
bylaws, certificate of limited partnership, agreement of limited partnership, certificate of formation, limited liability company
agreement or other organizational documents of the Investor, (ii) violate any law applicable to or binding upon the Investor, (iii)
violate any contract, agreement, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction
of any kind to which the Investor is a party or is bound, (iv) require any consent or other action by any person under, constitute
a default under (with due notice or lapse of time or both), or give rise to any right of termination, cancellation or acceleration
of any right or obligation of the Investor under any provision of any agreement or other instrument binding upon the Investor or
any of its assets or properties, or (v) result in the creation or imposition of any lien or encumbrance with respect to any Common
Stock acquired hereunder, except to the extent that the occurrence of any of the foregoing items set forth in clauses (ii), (iii),
(iv) or (v) would not materially impair the Investor’s ability to perform its obligations hereunder. |
| |
(c) |
Investment
Representations. |
| |
(i) |
The
Investor understands that the Acquired Shares are being offered and will be issued in reliance on specific exemptions from the registration
requirements of the United States federal (specifically Section 3(a)(9) of the Securities Act) and state securities laws, and that
the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions
and the eligibility of the Investor to acquire the Acquired Shares. |
| |
(ii) |
The
Investor and the Investor’s representatives, including, to the extent the Investor deems appropriate, the Investor’s
legal, professional, financial, tax and other advisors, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the transactions contemplated by this Agreement which have been requested
by the Investor. The Investor and the Investor’s representatives, including, to the extent the Investor deems appropriate,
the Investor’s legal, professional, financial, tax and other advisors, have been afforded the opportunity to ask questions
of the executive officers and directors of the Company. |
| |
(iii) |
The
Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Acquired Shares or the fairness or suitability of the investment in the Acquired Shares
by the Investor nor have such authorities passed upon or endorsed the merits of the offering of the Acquired Shares. |
| |
(iv) |
The
Investor has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of
an investment in the Acquired Shares. The Investor has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Acquired Shares.
The Investor can afford a complete loss of its investment in the Acquired Shares. |
| |
(v) |
The
Investor (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate
information concerning the business, legal, compliance, and financial condition of the Company and its subsidiaries to make an informed
decision to enter into this Agreement and to consummate the transactions hereunder, including the Exchange and the acquisition of
Acquired Shares, and (c) has independently and without reliance upon the Company or any of its affiliates, legal, professional, financial,
tax and other advisors or agents, and based on such information and the advice of such advisors as the Investor has deemed appropriate,
made its own analysis and decision to enter into this Agreement. The Investor acknowledges that the Company and its affiliates, legal,
professional, financial, tax and other advisors and agents are not acting as a fiduciary or financial or investment adviser to the
Investor, and has not given the Investor any investment advice, opinion or other information on whether consummation of the transactions
contemplated by this Agreement, including the Exchange and the acquisition of Acquired Shares, is prudent. The Investor acknowledges
that (i) the Company currently may have, and later may come into possession of, information with respect to the Company and its subsidiaries,
including information concerning the business, legal, compliance, and financial condition of the Company and its subsidiaries, or
the future business plans and prospects of the Company and its subsidiaries that is not known to the Investor and that may be material
to a reasonable investor, such as the Investor, when making investment decisions, including the decision to enter into this Agreement
and consummate the transactions hereunder, or that may otherwise be materially adverse to its interests (“Information”),
(ii) the Company may not have and may not disclose the Information to the Investor and (iii) the Investor has determined to consummate
the transactions hereunder, including the Exchange and the acquisition of the Acquired Shares notwithstanding its lack of knowledge
of the Information. The Investor understands that the Company and its affiliates and agents will rely on the accuracy and truth of
the foregoing representations, and the Investor hereby consents to such reliance. The Investor hereby waives any claim, or potential
claim, it has or may have against the Company or any of its subsidiaries, affiliates, directors, officers or employees relating to
the possession or non-disclosure of any Information. |
| |
(vi) |
The
Investor is not (i) an “affiliate” of the Company (as defined in Rule 144 under the Securities Act) or (ii) the “beneficial
owner” (as that term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
more than 10% of the Company’s issued and outstanding Common Stock. |
| |
(vii) |
In
the event the Investor’s principal address, as set forth on its signature page hereto, is located in Canada, the Investor confirms
that it is an “accredited investor” within the meaning of National Instrument 45-106 of the Canadian Securities Administrators. |
| |
(d) |
Title
to Warrants. The Investor owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing
Warrants as set forth on Schedule I, free and clear of all liens, claims and encumbrances of any kind, other than under federal
and state securities laws. The Investor has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise
disposed of any of the Existing Warrants or its rights in or to any of the Existing Warrants, or (y) given any person or entity any
transfer order, power of attorney or other authority of any nature whatsoever with respect to any of the Existing Warrants which
would limit the Investor’s power to transfer any of the Existing Warrants hereunder. The Investor has the sole and unencumbered
right and power to transfer and dispose of the Existing Warrants, and the Existing Warrants are not subject to any agreement, arrangement
or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose
shall be due to the Investor at the Closing, with respect to the Existing Warrants, other than the issuance to the Investor of the
Acquired Shares as provided herein. No default has been declared by the Investor under the Existing Warrants and no default exists
or is continuing with respect to the Existing Warrants. |
| |
(e) |
No
Remuneration. Neither the Investor nor anyone acting on the Investor’s behalf has paid or given any person a commission
or other remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. |
| |
(f) |
No
Additional Consideration. The Investor is not providing anything of value for the Exchange other than the Existing Warrants. |
| |
(g) |
Non-Reliance.
The Investor acknowledges and agrees that, except for the representations and warranties of the Company set forth in Section 4,
the Company is not making, and the Investor hereby disclaims that it is relying or has relied upon, any other representations, warranties
or statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise,
as to any matter concerning the Company or in connection with this Agreement or any transactions contemplated by this Agreement,
or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Investor in connection
with this Agreement or any transactions contemplated by this Agreement. |
| 4. |
Representations
and Warranties of the Company. Except as set forth in any report, schedule, form, statement or other document (including any
exhibit and other information incorporated therein) filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”)
by or on behalf of the Company or any of its subsidiaries before the Closing, the Company represents and warrants to the Investor
as follows as of the Closing: |
| |
(a) |
Organization
and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware. The Company possesses all requisite corporate power and authority necessary to execute and carry out the transactions
contemplated by this Agreement and the Lock-up Agreements. |
| |
(b) |
Issuance.
The Acquired Shares are duly authorized and upon issuance in accordance with the terms hereof, the Acquired Shares will be duly and
validly issued, fully paid and nonassessable, will be issued without any legends or notations that restrict the transfer thereof
under U.S. federal securities laws, and will not be subject to any preemptive, participation, rights of first refusal or other similar
rights, and will be free and clear of all liens created by the Company. |
| |
(c) |
Authorization;
No Consents; No Breach. |
| |
(i) |
The
execution, delivery and performance of this Agreement and the Lock-up Agreements has been duly authorized by the Company as of the
Closing. Each of this Agreement and the Lock-up Agreements constitutes a valid and binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered
in a proceeding in equity or law). |
| |
(ii) |
No
order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or
registration with, any governmental authority is required by or with respect to the Company in connection with the execution, delivery
and performance by the Company of this Agreement or the Lock-up Agreements except for such filings and notices of sale as may be
required after the date hereof under applicable federal, state or foreign securities laws. |
| |
(iii) |
The
execution, delivery and performance by the Company of this Agreement and the Lock-up Agreements does not and will not (i) violate
the certificate of incorporation, bylaws or other organizational documents of the Company, (ii) violate any law applicable to or
binding upon the Company, (iii) violate any contract, agreement, license, lease or other instrument, arrangement, commitment, obligation,
understanding or restriction of any kind to which the Company is a party or is bound, (iv) require any consent or other action by
any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any right of termination,
cancellation or acceleration of any right or obligation of the Company under any provision of any agreement or other instrument binding
upon the Company or any of its assets or properties, or (v) result in the creation or imposition of any lien or encumbrance with
respect to any Common Stock acquired hereunder, except to the extent that the occurrence of any of the foregoing items set forth
in clauses (ii), (iii), (iv) or (v) would not materially impair the Company’s ability to perform its obligations hereunder. |
| |
(d) |
Offering.
Subject to the truth and accuracy of all of the Investor’s representations set forth herein, the offer, sale and issuance of
the Acquired Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act (pursuant
to the exemption provided by Section 3(a)(9) thereof) and applicable state securities laws. |
| |
(e) |
SEC
Reports. The Company has filed with the SEC all reports required to be filed by it under the Exchange Act for the most recent
twelve-month period, other than Current Reports on Form 8-K (such filed reports, the “SEC Reports”). As of their respective
filing dates, the SEC Reports filed since January 1, 2024 complied in all material respects with applicable accounting requirements
and the requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC
Reports, the financial statements included in the SEC Reports were prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the
case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements
to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company
as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, and none of such
SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. Since the date the Company filed its most recent Quarterly Report on Form 10-Q, other than the transaction
contemplated hereby and similar transactions with other holders of warrants to purchase Common Stock, no material event or circumstance
has occurred which would be required to be publicly disclosed pursuant to the provisions of Sections 1 through 5 of the SEC’s
Form 8-K which has not been so publicly disclosed on Form 8-K. |
| |
(f) |
No
Remuneration. Neither the Company nor anyone acting on the Company’s behalf has paid or given any commission or other remuneration
to any person directly or indirectly in connection with or in order to solicit or facilitate the Exchange. |
| 5. |
Disclosure.
On or before 9:00 a.m. (New York City time) on the first business day following the date of this Agreement (the “Disclosure
Time”), the Company shall file with the SEC a Current Report on Form 8-K disclosing the material terms of the transactions
contemplated hereby (the “Disclosure Document”). The Company represents to the Investor that, immediately following
the Disclosure Time, the Investor shall not be in possession of any material, nonpublic information provided by the Company or any
of its officers, directors, employees or agents, that is not disclosed in the Disclosure Document. In addition, effective upon the
Disclosure Time, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company or any of its officers, directors, employees or agents, on the one hand, and the Investor
or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms
that the Investor and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company.
Without the prior written consent of the Investor, the Company shall not disclose the name of the Investor or any of its affiliates
in any filing or announcement, unless such disclosure is required by applicable law, provided that the Company shall promptly notify
the Investor of such requirement, to the extent permitted by applicable law, so that the Investor (or its applicable affiliate) may
seek a protective order or other appropriate remedy prior to such disclosure. Notwithstanding the foregoing, the Company may disclose
the name of the Investor or an affiliate of the Investor in the Disclosure Document and any exhibit thereto. |
| |
(a) |
Subsequent
Equity Sales. (i) From the date hereof until forty five (45) days after the Closing Date, neither the Company nor any of its
subsidiaries shall (A) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any equity securities
in the Company or any securities or debt or other rights convertible into, or exchangeable or exercisable for, any equity interests
in the Company, other than (1) the issuance of shares of Common Stock to the Investor hereunder or to other holders of existing warrants
to purchase Common Stock in exchange for such warrants on terms substantially similar to the terms of this Agreement, (2) the issuance
of shares of Common Stock, restricted stock units, deferred stock units, phantom stock units or options to purchase shares of Common
Stock to employees or directors of the Company and its subsidiaries under any employee benefit plan duly adopted for this purpose
by a majority of the non-employee members of the board of directors of the Company, or (3) the issuance of shares of Common Stock
upon conversion or exercise of any right to convert or exercise any securities or debt outstanding on the date hereof, pursuant to
the terms of such securities or debt as of the date hereof, and provided that such securities or debt have not been amended since
the date of this Agreement to increase the number or amount of such securities or debt or to decrease the exercise price, exchange
price or conversion price of such securities or debt (other than in connection with share splits or combinations) or to extend the
term of such securities or debt; or (B) file any registration statement or amendment or supplement thereto, other than the filing
of a registration statement on Form S-8 in connection with any employee benefit plan, and (ii) the Company shall not amend, modify,
waive or terminate any provision of any of the Lock-Up Agreements (or any substantially similar lock-up agreements signed by transferees
of the initial parties to the Lock-Up Agreements) except to extend the term of the lock-up period and shall enforce the provisions
of each Lock-Up Agreement (or any substantially similar lock-up agreements signed by transferees of the initial parties to the Lock-Up
Agreements) in accordance with its terms, and if any party to a Lock-Up Agreement (or any substantially similar lock-up agreements
signed by transferees of the initial parties to the Lock-Up Agreements) breaches any provision of such agreement, the Company shall
promptly use its reasonable best efforts to seek specific performance of the terms of such agreement. |
| |
(b) |
Specific
Performance. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate
remedy, would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties
shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which they are entitled at
law or in equity. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6(b) shall not be
required to provide any bond or other security in connection with any such order or injunction. |
| |
(c) |
Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the Parties hereto shall bind and inure to the benefit of the respective successors of the Parties hereto whether
so expressed or not. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties.
Any assignment in violation of this Section 6(c) shall be null and void, ab initio. |
| |
(d) |
Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. |
| |
(e) |
Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one Party, but all such counterparts taken together shall constitute one and the same agreement. |
| |
(f) |
Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. This Agreement shall not be construed against the drafter hereof. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation. |
| |
(g) |
Governing
Law; Jurisdiction. This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes
shall be construed in accordance with the internal laws of the State of Delaware. Any legal suit, action or proceeding arising out
of or based upon this Agreement or the transactions contemplated by this Agreement may be instituted in the federal courts of the
United States of America in the State of Delaware or the courts of the State of Delaware, and each Party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action or proceeding. |
| |
(h) |
WAIVERS
OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. |
| |
(i) |
Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all Parties. |
[Signature
Page Follows]
IN
WITNESS WHEREOF, each of the Company and the Investor has executed this Agreement as of the date first set forth above.
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COMPANY: |
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|
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VELO3D,
INC. |
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By:
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Name:
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Arun
Jeldi |
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Title:
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Chief
Executive Officer |
[Signature
Page to Warrant Exchange Agreement]
IN
WITNESS WHEREOF, each of the Company and the Investor has executed this Agreement as of the date first set forth above.
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INVESTOR: |
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[●] |
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|
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By:
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|
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Name:
|
[●] |
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Title:
|
[●] |
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|
|
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Address: |
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[Signature
Page to Warrant Exchange Agreement]
SCHEDULE
I
Existing
Warrants
| Investor |
|
Existing
Warrant Issuance Date |
|
Aggregate
Number of shares of Common Stock issuable upon Exercise of Existing Warrant |
| |
|
|
|
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|
|
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| TOTAL: |
|
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Exhibit
10.2
WARRANT
EXCHANGE AGREEMENT
This
Warrant Exchange Agreement (this “Agreement”) is entered into as of February [●], 2025, by and between Velo3D,
Inc., a Delaware corporation (the “Company”), and [●], a [●] with the principal address set forth on its
signature page hereto (the “Investor”). The parties to this Agreement are referred to herein as the “Parties”
or, each individually, as a “Party.”
RECITALS
WHEREAS,
the Investor currently holds warrants to purchase shares of common stock of the Company, $0.00001 par value per share (the “Common
Stock”), that it acquired from the Company in December 2023 (the “Registered Warrants”) and warrants to
purchase Common Stock that it acquired from the Company in April 2024 or July 2024 (the “Unregistered Warrants”),
in each case as set forth on Schedule I hereto (collectively, the “Existing Warrants”) representing the right
to purchase in the aggregate up to [●] shares of Common Stock (each a “Warrant Share” and collectively, the
“Warrant Shares”); and
WHEREAS,
the Parties wish to enter into this Agreement, pursuant to which the Investor will irrevocably exchange (i) all of its right, interest
and title in, under and to the Existing Warrants, including its right to exercise the Existing Warrants for Warrant Shares, for (ii)
newly issued shares of Common Stock at an exchange ratio of one (1) Warrant Share for three (3) shares of Common Stock, resulting in
the exchange of the Existing Warrants into [●] shares of Common Stock (the “Acquired Shares”), on the terms
and conditions set forth herein.
WHEREAS,
the exchange of the Existing Warrants for the Acquired Shares is being made in reliance upon the exemption from registration provided
by Section 3(a)(9) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities
Act”).
NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and
for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereto
agree as follows:
AGREEMENT
| (a) | Subject
to the terms and conditions set forth in this Agreement, (i) the Investor hereby assigns
and transfers to the Company any and all rights, title, and interests in, under and to the
Existing Warrants (and hereby relinquishes any claims the Investor may have against the Company
related thereto other than for the receipt of the Acquired Shares) and shall surrender for
cancellation to the Company all of the Existing Warrants, which shall be deemed automatically
cancelled and retired in full at the Closing, and the Existing Warrants shall thereafter
be deemed automatically terminated and all rights, liabilities and obligations of the Company
thereunder discharged in full (and all claims the Investor may have against the Company related
to the Existing Warrants relinquished), and (ii) in consideration therefor, the Company shall
issue to the Investor three (3) shares of Common Stock for each Warrant Share underlying
an Existing Warrant, for a total of [●] shares of Common Stock (the “Exchange”). |
| (b) | The
Exchange shall occur on the first business day following the date of this Agreement (the
“Closing Date”). Consummation of the Exchange shall be conditioned on
the entry by the Company, as of the Closing date, into lock-up agreements, substantially
in the form attached hereto as Exhibit A, between the Company and each of its directors and
executive officers (the “Lock-up Agreements”). |
| (c) | Upon
consummation of the Exchange on the Closing Date (the “Closing”), the
Company shall issue the Acquired Shares and authorize and instruct the Company’s transfer
agent to transmit the Acquired Shares, in uncertificated, book-entry form to the Investor,
by crediting the Investor’s or its designee’s balance account (i) as to Acquired
Shares issued in exchange for Registered Warrants, with The Depository Trust Company
through its Deposit or Withdrawal Custodian System as of the Closing; and (ii) as to Acquired
Shares issued in exchange for Unregistered Warrants, on the books of the transfer agent.
Notwithstanding anything to the contrary in the Existing Warrants, the Investor hereby
(i) waives its right to exercise such Existing Warrants to purchase the Warrant Shares, and
(ii) agrees to exchange its right to purchase each Warrant Share and any and all other rights
in, under and to the Existing Warrants for three (3) shares of Common Stock in respect of
each such Warrant Share pursuant to the terms and conditions of this Agreement. |
| (d) | The
issuance of the Acquired Shares to the Investor will be made without registration of such
Acquired Shares under the Securities Act, in reliance upon the exemption therefrom provided
by Section 3(a)(9) of the Securities Act and accordingly, the Acquired Shares issued in exchange
for the Registered Warrants will be issued by the Company to the Investor without any restrictive
legends or other similar notations restricting the transfer thereof under U.S. federal securities
laws. |
| 2. | Delivery
of Acquired Shares. The rights, privileges and preferences of the Acquired Shares shall
be those ascribed to the Common Stock in the Company’s certificate of incorporation,
bylaws or any other charter document of the Company, as shall be in effect from time to time. |
| 3. | Representations
and Warranties of the Investor. The Investor represents and warrants to the Company as
follows as of the Closing: |
| (a) | Organization
and Power. The Investor is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization. The Investor possesses all requisite power
and authority necessary to execute and carry out the transactions contemplated by this Agreement. |
| (b) | Authorization;
No Consents; No Breach. |
| (i) | The
execution, delivery and performance of this Agreement has been duly authorized by the Investor.
This Agreement constitutes a valid and binding obligation of the Investor, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity
or law). |
| (ii) | No
order, license, consent, authorization or approval of, or exemption by, or action by or in
respect of, or notice to, or filing or registration with, any governmental authority is required
by or with respect to the Investor in connection with the execution, delivery and performance
by the Investor of this Agreement except for such filings and notices of sale as may be required
after the date hereof under applicable federal or state securities laws. |
| (iii) | The
execution, delivery and performance by the Investor of this Agreement does not and will not
(i) violate the certificate of incorporation, bylaws, certificate of limited partnership,
agreement of limited partnership, certificate of formation, limited liability company agreement
or other organizational documents of the Investor, (ii) violate any law applicable to or
binding upon the Investor, (iii) violate any contract, agreement, license, lease or other
instrument, arrangement, commitment, obligation, understanding or restriction of any kind
to which the Investor is a party or is bound, (iv) require any consent or other action by
any person under, constitute a default under (with due notice or lapse of time or both),
or give rise to any right of termination, cancellation or acceleration of any right or obligation
of the Investor under any provision of any agreement or other instrument binding upon the
Investor or any of its assets or properties, or (v) result in the creation or imposition
of any lien or encumbrance with respect to any Common Stock acquired hereunder, except to
the extent that the occurrence of any of the foregoing items set forth in clauses (ii), (iii),
(iv) or (v) would not materially impair the Investor’s ability to perform its obligations
hereunder. |
| (c) | Investment
Representations. |
| (i) | The
Investor understands that the Acquired Shares are being offered and will be issued in reliance
on specific exemptions from the registration requirements of the United States federal (specifically
Section 3(a)(9) of the Securities Act) and state securities laws, and that the Company is
relying upon the truth and accuracy of, and the Investor’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Investor set forth herein
in order to determine the availability of such exemptions and the eligibility of the Investor
to acquire the Acquired Shares. |
| (ii) | The
Investor and the Investor’s representatives, including, to the extent the Investor
deems appropriate, the Investor’s legal, professional, financial, tax and other advisors,
have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the transactions contemplated by this Agreement
which have been requested by the Investor. The Investor and the Investor’s representatives,
including, to the extent the Investor deems appropriate, the Investor’s legal, professional,
financial, tax and other advisors, have been afforded the opportunity to ask questions of
the executive officers and directors of the Company. |
| (iii) | The
Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Acquired
Shares or the fairness or suitability of the investment in the Acquired Shares by the Investor
nor have such authorities passed upon or endorsed the merits of the offering of the Acquired
Shares. |
| (iv) | The
Investor has such knowledge and experience in financial and business matters, and is capable
of evaluating the merits and risks of an investment in the Acquired Shares. The Investor
has adequate means of providing for its current financial needs and contingencies and will
have no current or anticipated future needs for liquidity which would be jeopardized by the
investment in the Acquired Shares. The Investor can afford a complete loss of its investment
in the Acquired Shares. |
| (v) | The
Investor (a) is a sophisticated entity familiar with transactions similar to those contemplated
by this Agreement, (b) has adequate information concerning the business, legal, compliance,
and financial condition of the Company and its subsidiaries to make an informed decision
to enter into this Agreement and to consummate the transactions hereunder, including the
Exchange and the acquisition of Acquired Shares, and (c) has independently and without reliance
upon the Company or any of its affiliates, legal, professional, financial, tax and other
advisors or agents, and based on such information and the advice of such advisors as the
Investor has deemed appropriate, made its own analysis and decision to enter into this Agreement.
The Investor acknowledges that the Company and its affiliates, legal, professional, financial,
tax and other advisors and agents are not acting as a fiduciary or financial or investment
adviser to the Investor, and has not given the Investor any investment advice, opinion or
other information on whether consummation of the transactions contemplated by this Agreement,
including the Exchange and the acquisition of Acquired Shares, is prudent. The Investor acknowledges
that (i) the Company currently may have, and later may come into possession of, information
with respect to the Company and its subsidiaries, including information concerning the business,
legal, compliance, and financial condition of the Company and its subsidiaries, or the future
business plans and prospects of the Company and its subsidiaries that is not known to the
Investor and that may be material to a reasonable investor, such as the Investor, when making
investment decisions, including the decision to enter into this Agreement and consummate
the transactions hereunder, or that may otherwise be materially adverse to its interests
(“Information”), (ii) the Company may not have and may not disclose the
Information to the Investor and (iii) the Investor has determined to consummate the transactions
hereunder, including the Exchange and the acquisition of the Acquired Shares notwithstanding
its lack of knowledge of the Information. The Investor understands that the Company and its
affiliates and agents will rely on the accuracy and truth of the foregoing representations,
and the Investor hereby consents to such reliance. The Investor hereby waives any claim,
or potential claim, it has or may have against the Company or any of its subsidiaries, affiliates,
directors, officers or employees relating to the possession or non-disclosure of any Information. |
| (vi) | The
Investor is not (i) an “affiliate” of the Company (as defined in Rule 144 under
the Securities Act (“Rule 144”)) or (ii) the “beneficial owner”
(as that term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of more than 10% of the Company’s issued and outstanding Common Stock. |
| (d) | Title
to Warrants. The Investor owns and holds, beneficially and of record, the entire right,
title, and interest in and to the Existing Warrants as set forth on Schedule I, free
and clear of all liens, claims and encumbrances of any kind, other than under federal and
state securities laws. The Investor has not, in whole or in part, (x) assigned, transferred,
hypothecated, pledged or otherwise disposed of any of the Existing Warrants or its rights
in or to any of the Existing Warrants, or (y) given any person or entity any transfer order,
power of attorney or other authority of any nature whatsoever with respect to any of the
Existing Warrants which would limit the Investor’s power to transfer any of the Existing
Warrants hereunder. The Investor has the sole and unencumbered right and power to transfer
and dispose of the Existing Warrants, and the Existing Warrants are not subject to any agreement,
arrangement or restriction with respect to the voting or transfer thereof, except for this
Agreement. No additional consideration for any purpose shall be due to the Investor at the
Closing, with respect to the Existing Warrants, other than the issuance to the Investor of
the Acquired Shares as provided herein. No default has been declared by the Investor under
the Existing Warrants and no default exists or is continuing with respect to the Existing
Warrants. |
| (e) | No
Remuneration. Neither the Investor nor anyone acting on the Investor’s behalf has
paid or given any person a commission or other remuneration directly or indirectly in connection
with or in order to solicit or facilitate the Exchange. |
| (f) | No
Additional Consideration. The Investor is not providing anything of value for the Exchange
other than the Existing Warrants. |
| (g) | Non-Reliance.
The Investor acknowledges and agrees that, except for the representations and warranties
of the Company set forth in Section 4, the Company is not making, and the Investor
hereby disclaims that it is relying or has relied upon, any other representations, warranties
or statements (including by omission) of any kind or nature, whether written or oral, expressed
or implied, statutory or otherwise, as to any matter concerning the Company or in connection
with this Agreement or any transactions contemplated by this Agreement, or with respect to
the accuracy or completeness of any information provided to (or otherwise acquired by) the
Investor in connection with this Agreement or any transactions contemplated by this Agreement. |
| 4. | Representations
and Warranties of the Company. Except as set forth in any report, schedule, form, statement
or other document (including any exhibit and other information incorporated therein) filed
with or furnished to the U.S. Securities and Exchange Commission (the “SEC”)
by or on behalf of the Company or any of its subsidiaries before the Closing, the Company
represents and warrants to the Investor as follows as of the Closing: |
| (a) | Organization
and Power. The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware. The Company possesses all requisite corporate
power and authority necessary to execute and carry out the transactions contemplated by this
Agreement and the Lock-up Agreements. |
| (b) | Issuance.
The Acquired Shares are duly authorized and upon issuance in accordance with the terms hereof,
the Acquired Shares will be duly and validly issued, fully paid and nonassessable and will
not be subject to any preemptive, participation, rights of first refusal or other similar
rights, and will be free and clear of all liens created by the Company. |
| (c) | Authorization;
No Consents; No Breach. |
| (i) | The
execution, delivery and performance of this Agreement and the Lock-up Agreements has been
duly authorized by the Company as of the Closing. Each of this Agreement and the Lock-up
Agreements constitutes a valid and binding obligation of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity
or law). |
| (ii) | No
order, license, consent, authorization or approval of, or exemption by, or action by or in
respect of, or notice to, or filing or registration with, any governmental authority is required
by or with respect to the Company in connection with the execution, delivery and performance
by the Company of this Agreement or the Lock-up Agreements except for such filings and notices
of sale as may be required after the date hereof under applicable federal or state securities
laws. |
| (iii) | The
execution, delivery and performance by the Company of this Agreement and the Lock-up Agreements
does not and will not (i) violate the certificate of incorporation, bylaws or other organizational
documents of the Company, (ii) violate any law applicable to or binding upon the Company,
(iii) violate any contract, agreement, license, lease or other instrument, arrangement, commitment,
obligation, understanding or restriction of any kind to which the Company is a party or is
bound, (iv) require any consent or other action by any person under, constitute a default
under (with due notice or lapse of time or both), or give rise to any right of termination,
cancellation or acceleration of any right or obligation of the Company under any provision
of any agreement or other instrument binding upon the Company or any of its assets or properties,
or (v) result in the creation or imposition of any lien or encumbrance with respect to any
Common Stock acquired hereunder, except to the extent that the occurrence of any of the foregoing
items set forth in clauses (ii), (iii), (iv) or (v) would not materially impair the Company’s
ability to perform its obligations hereunder. |
| (d) | Offering.
Subject to the truth and accuracy of all of the Investor’s representations set forth
herein, the offer, sale and issuance of the Acquired Shares as contemplated by this Agreement
are exempt from the registration requirements of the Securities Act (pursuant to the exemption
provided by Section 3(a)(9) thereof) and applicable state securities laws. |
| (e) | SEC
Reports. The Company has filed with the SEC all reports required to be filed by it under
the Exchange Act for the most recent twelve-month period, other than Current Reports on Form
8-K (such filed reports, the “SEC Reports”). As of their respective filing dates,
the SEC Reports filed since January 1, 2024 complied in all material respects with applicable
accounting requirements and the requirements of the Exchange Act, and the rules and regulations
of the SEC promulgated thereunder applicable to such SEC Reports, the financial statements
included in the SEC Reports were prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved (except as
may be indicated in the notes thereto or, in the case of unaudited statements, as permitted
by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements
to normal, recurring and year-end audit adjustments) in all material respects the consolidated
financial position of the Company as of the dates thereof and the consolidated results of
its operations and cash flows for the periods then ended, and none of such SEC Reports, at
the time they were filed with the SEC, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made, not
misleading. Since the date the Company filed its most recent Quarterly Report on Form 10-Q,
other than the transaction contemplated hereby and similar transactions with other holders
of warrants to purchase Common Stock, no material event or circumstance has occurred which
would be required to be publicly disclosed pursuant to the provisions of Sections 1 through
5 of the SEC’s Form 8-K which has not been so publicly disclosed on Form 8-K. |
| (f) | No
Remuneration. Neither the Company nor anyone acting on the Company’s behalf has
paid or given any commission or other remuneration to any person directly or indirectly in
connection with or in order to solicit or facilitate the Exchange. |
| 5. | Disclosure.
On or before 9:00 a.m. (New York City time) on the first business day following the date
of this Agreement (the “Disclosure Time”), the Company shall file with
the SEC a Current Report on Form 8-K disclosing the material terms of the transactions contemplated
hereby (the “Disclosure Document”). The Company represents to the Investor
that, immediately following the Disclosure Time, the Investor shall not be in possession
of any material, nonpublic information provided by the Company or any of its officers, directors,
employees or agents, that is not disclosed in the Disclosure Document. In addition, effective
upon the Disclosure Time, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company
or any of its officers, directors, employees or agents, on the one hand, and the Investor
or any of its affiliates, on the other hand, shall terminate and be of no further force or
effect. The Company understands and confirms that the Investor and its affiliates will rely
on the foregoing representations in effecting transactions in securities of the Company.
Without the prior written consent of the Investor, the Company shall not disclose the name
of the Investor or any of its affiliates in any filing or announcement, unless such disclosure
is required by applicable law, provided that the Company shall promptly notify the Investor
of such requirement, to the extent permitted by applicable law, so that the Investor (or
its applicable affiliate) may seek a protective order or other appropriate remedy prior to
such disclosure. Notwithstanding the foregoing, the Company may disclose the name of the
Investor or an affiliate of the Investor in the Disclosure Document and any exhibit thereto. |
| 6. | Rule
144 Holding Period. The Company and the Investor acknowledge and agree that, assuming
the representations and warranties of the Investor are true and correct, all Acquired Shares
will continue to have a holding period under Rule 144 that will be deemed to have commenced
as of the date of issuance of such Investor’s Existing Warrants exchanged for such
Acquired Shares. The Company further acknowledges and agrees that, assuming the representations
and warranties of the Investor are true and correct, it will neither assert nor maintain
a contrary position with respect to the date of commencement of such holding period under
Rule 144 with respect to the Acquired Shares. |
| 7. | Removal
of Legends. Book entries evidencing Acquired Shares or shares issued pursuant to Section
8 hereof shall not be required to contain any restrictive legend (i) while a registration
statement covering the resale of such shares is effective under the Securities Act, (ii)
following any sale of such shares pursuant to Rule 144 (assuming the transferor is not an
affiliate of the Company), provided that the Investor furnishes the Company with reasonable
assurances that such shares are eligible for sale, assignment or transfer under Rule 144,
and customary documentation in connection with such sale, including a customary seller representation
letter, but which shall not include an opinion of Investor’s counsel (iii) in connection
with a sale, assignment or other transfer (other than under Rule 144), provided that such
Investor provides the Company with an opinion of counsel to such Investor, in a generally
acceptable form, to the effect that such sale, assignment or transfer of such shares may
be made without registration under the applicable provisions of the Securities Act or (iv)
if such legend is not required under applicable requirements of the Securities Act (including,
without limitation, controlling judicial interpretations and pronouncements issued by the
SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than
two (2) Trading Days (as defined below) following the delivery by the Investor to the Company
or its transfer agent (with notice to the Company), as applicable, of any deliveries from
the Investor as may be required above in this Section 7, including, if applicable, a customary
seller representation letter (such date, the “Legend Removal Date”), as
directed by the Investor, either: (A) provided that the Company’s transfer agent is
participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program (“FAST”), credit the applicable number of shares to the
Investor’s or transferee’s (as the case may be) balance account with DTC through
its Deposit/Withdrawal At Custodian System, or (B) if the Company’s transfer agent
is not participating in FAST, issue and deliver (via reputable overnight courier) to the
Investor or the transferee (as the case may be) a certificate representing such shares that
is free from all restrictive legends, registered in the name of the Investor or such transferee
(as the case may be). The Company shall be responsible for any transfer agent fees or DTC
fees with respect to any issuance of shares, as applicable, or the removal of any legends
with respect to such shares in accordance herewith and the Investor shall not be required
to deliver or cause to be delivered a legal opinion in connection with a sale of such shares
pursuant to Rule 144. If the Company or its transfer agent fails to deliver shares of Common
Stock to the Investor or an applicable assignee or transferee (as the case may be) without
any restrictive legend by the Legend Removal Date in accordance with Section 7, then in addition
to such Investor’s other available remedies hereunder, the Company shall pay to such
Investor, in cash, if after the Legend Removal Date the Investor purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the
Investor of all or any portion of the number of shares of Common Stock that the Investor
anticipated receiving from the Company without any restrictive legend, an amount equal to
the excess of (i) the Investor’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased over
(ii) the product of (A) such number of shares of Common Stock that the Company was required
to deliver to the Investor by the Legend Removal Date multiplied by (B) the price at which
the sell order giving rise to such purchase obligation was executed. |
| 8. | Liquidated
Damages. For so long as the Company is subject to the reporting requirements of section
13 or 15(d) of the Exchange Act, if, on any Trading Day on which the Investor holds Acquired
Shares bearing a restrictive legend, the Company has failed to file all required reports
under section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding
such date (or for such shorter period that the Company was required to file such reports),
other than Form 8-K reports, as required under subsection (c)(1) or (i)(2) of Rule 144 (the
“Required Reports”) in order for the Investor to sell shares under Rule
144, then in addition to the Investor’s other available remedies hereunder, the Company
shall, as partial liquidated damages and not as a penalty, issue to the Investor, a number
of newly issued shares of Common Stock equal to one-fifth of one percent (0.2%) of the number
of Acquired Shares then held by the Investor for every Trading Day on which such failure
continues. Any shares of Common Stock issued under this Section 8 will be restricted securities,
and will contain appropriate restrictive legends, and shall be subject to the provisions
of Section 7 in the same manner as Acquired Shares; provided, that if the Company
files a registration statement to register newly issued shares of Common Stock under the
Securities Act (other than on Form S-4 or S-8, or filed solely in connection with an exchange
offer or any employee benefit or dividend reinvestment plan) prior to the date that is six
(6) months following the issuance of any shares under this Section 8, the Company shall,
upon the written request of the Investor, use commercially reasonable efforts to include
such shares in such registration statement. “Trading Day” means any day
on which trading in the Common Stock generally occurs on the principal market on which the
Common Stock trades. This Section 8 shall terminate and be of no further force and effect
from and after the date following the date hereof upon which the Company has met its obligation
to file the Required Reports on three hundred and sixty five (365) separate days (which,
for the avoidance of doubt, need not be consecutive days and shall include days that are
not Trading Days). |
| 9. | Beneficial
Ownership. For purposes of enabling the Investor to determine its beneficial ownership
of the Company’s Common Stock, the Company shall, within one (1) Trading Day of a written
request (which may be by email) from the Investor, confirm in writing (which may be by email)
to the Investor the number of shares of Common Stock then outstanding. |
| (a) | Subsequent
Equity Sales. (i) From the date hereof until forty five (45) days after the Closing Date,
neither the Company nor any of its subsidiaries shall (A) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any equity securities in the Company
or any securities or debt or other rights convertible into, or exchangeable or exercisable
for, any equity interests in the Company, other than (1) the issuance of shares of Common
Stock to the Investor hereunder or to other holders of existing warrants to purchase Common
Stock in exchange for such warrants on terms substantially similar to the terms of this Agreement,
(2) the issuance of shares of Common Stock, restricted stock units, deferred stock units,
phantom stock units or options to purchase shares of Common Stock to employees or directors
of the Company and its subsidiaries under any employee benefit plan duly adopted for this
purpose by a majority of the non-employee members of the board of directors of the Company,
or (3) the issuance of shares of Common Stock upon conversion or exercise of any right to
convert or exercise any securities or debt outstanding on the date hereof, pursuant to the
terms of such securities or debt as of the date hereof, and provided that such securities
or debt have not been amended since the date of this Agreement to increase the number or
amount of such securities or debt or to decrease the exercise price, exchange price or conversion
price of such securities or debt (other than in connection with share splits or combinations)
or to extend the term of such securities or debt; or (B) file any registration statement
or amendment or supplement thereto, other than the filing of a registration statement on
Form S-8 in connection with any employee benefit plan, and (ii) the Company shall not amend,
modify, waive or terminate any provision of any of the Lock-Up Agreements (or any substantially
similar lock-up agreements signed by transferees of the initial parties to the Lock-Up Agreements)
except to extend the term of the lock-up period and shall enforce the provisions of each
Lock-Up Agreement (or any substantially similar lock-up agreements signed by transferees
of the initial parties to the Lock-Up Agreements) in accordance with its terms, and if any
party to a Lock-Up Agreement (or any substantially similar lock-up agreements signed by transferees
of the initial parties to the Lock-Up Agreements) breaches any provision of such agreement,
the Company shall promptly use its reasonable best efforts to seek specific performance of
the terms of such agreement. |
| (b) | Specific
Performance. The Parties agree that irreparable damage for which monetary damages, even
if available, would not be an adequate remedy, would occur if any provision of this Agreement
were not performed in accordance with the terms hereof and that the Parties shall be entitled
to seek specific performance of the terms hereof, in addition to any other remedy to which
they are entitled at law or in equity. The Parties acknowledge and agree that any Party seeking
an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in accordance with this Section 9(b) shall not
be required to provide any bond or other security in connection with any such order or injunction. |
| (c) | Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements
contained in this Agreement by or on behalf of any of the Parties hereto shall bind and inure
to the benefit of the respective successors of the Parties hereto whether so expressed or
not. No Party may assign its rights or obligations hereunder without the prior written consent
of the other Parties. Any assignment in violation of this Section 9(c) shall be null
and void, ab initio. |
| (d) | Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement is
held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement. |
| (e) | Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which
need contain the signatures of more than one Party, but all such counterparts taken together
shall constitute one and the same agreement. |
| (f) | Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. This Agreement
shall not be construed against the drafter hereof. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation. |
| (g) | Governing
Law; Jurisdiction. This Agreement shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be construed in accordance with the internal
laws of the State of Delaware. Any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated by this Agreement may be instituted
in the federal courts of the United States of America in the State of Delaware or the courts
of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action or proceeding. |
| (h) | WAIVERS
OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN. |
| (i) | Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except
by a written instrument executed by all Parties. |
[Signature
Page Follows]
IN
WITNESS WHEREOF, each of the Company and the Investor has executed this Agreement as of the date first set forth above.
| |
COMPANY: |
| |
|
|
| |
VELO3D, INC. |
| |
|
|
| |
By: |
|
| |
Name:
|
Arun
Jeldi |
| |
Title:
|
Chief
Executive Officer |
[Signature Page to Warrant Exchange Agreement]
IN
WITNESS WHEREOF, each of the Company and the Investor has executed this Agreement as of the date first set forth above.
| |
INVESTOR: |
| |
|
| |
[●] |
| |
|
|
| |
By: |
|
| |
Name:
|
[●] |
| |
Title: |
[●] |
| |
|
|
| |
Address: |
| |
|
| |
|
| |
|
[Signature Page to Warrant Exchange Agreement]
SCHEDULE
I
Existing
Warrants
| Investor |
|
Existing
Warrant Issuance Date |
|
Aggregate
Number of shares of Common Stock issuable upon Exercise of Existing Warrant |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| TOTAL: |
|
|
Exhibit
10.3
Lock-Up
Agreement
February
__, 2025
Velo3D,
Inc.
2710
Lakeview Court,
Fremont,
California 94538
Re:
Warrant Exchange Agreements
Ladies
and Gentlemen:
The
undersigned understands that on February __, 2025, Velo3D, Inc. (the “Company”) entered into Warrant Exchange
Agreements (“Warrant Exchange Agreements”) with certain holders of warrants (the “Warrants”)
to purchase shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”),
pursuant to which such holders agreed to exchange an aggregate of [●] Warrants for an aggregate of [●] shares of Common Stock
(the “Exchange”). The undersigned also understands that the closing of the Exchange is conditioned on the entry
by the Company into a lock-up agreement in the form of this this lock-up letter agreement (the “Lock-Up Agreement”)
with each of the Company’s executive officers and directors.
In
consideration of the execution of the Warrant Exchange Agreements, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby expressly acknowledged, the undersigned hereby irrevocably agrees that he or she will not, directly or indirectly,
(a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction that is designed to, or could reasonably
be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including,
without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission (the “Commission”) and shares of Common Stock that
may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock;
(b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits
or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by
delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise
any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares
of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company;
or (d) publicly disclose the intention to do any of the foregoing, in each case for a period commencing on the date hereof and ending
forty-five (45) days after the date hereof (such 45-day period, the “Lock-Up Period”).
The
foregoing paragraph shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the open market
after the completion of the Exchange, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transactions;
(b) bona fide gifts of shares of Common Stock or any security convertible into or exercisable for Common Stock, in each case that are
made exclusively between and among the undersigned or members of the undersigned’s immediate family (for purposes of this Lock-Up
Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first
cousin), or affiliates of the undersigned; (c) any transfer of shares of Common Stock or any security convertible into or exercisable
for Common Stock by will or intestate succession upon the death of the undersigned; (d) transfer of shares of Common Stock or any security
convertible into or exercisable for Common Stock to an immediate family member or any trust, limited partnership, limited liability company
or other entity for the direct or indirect benefit of the undersigned or any immediate family member of the undersigned; provided
that, in the case of clauses (b), (c) and (d) above, it shall be a condition to any such transfer that (i) the transferee/donee agrees
to be bound by the terms of this Lock-Up Agreement (including, without limitation, the restrictions set forth in the preceding sentence)
to the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee) shall not
be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities
Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the
transfer or disposition prior to the expiration of the Lock-Up Period; and (iii) the undersigned notifies the Company at least two (2)
business days prior to the proposed transfer or disposition; (e) the transfer of shares to the Company to satisfy withholding obligations
for any equity award granted pursuant to the terms of the Company’s stock option/incentive plans, such as upon exercise, conversion,
vesting, settlement, lapse of substantial risk of forfeiture, or other similar taxable event, in each case on a “cashless”
or “net exercise” basis (which, for the avoidance of doubt shall not include “cashless” exercise programs involving
a broker or other third party); (f) the sale into the market of shares to satisfy withholding obligations for any equity award granted
pursuant to the terms of the Company’s stock option/incentive plans, such as upon exercise, conversion, vesting, settlement, lapse
of substantial risk of forfeiture, or other similar taxable event, in each case pursuant to “sale to cover” transactions;
provided that as a condition of any transfer pursuant to clause (e) or (f), that if the undersigned is required to file a report
under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report,
and if applicable an appropriate disposition transaction code, to the effect that such transfer is being made as a share delivery or
forfeiture in connection with a net value exercise, or as a forfeiture or sale of shares solely to cover required tax withholding, as
the case may be; (g) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock
pursuant to a bona fide third party tender offer made to all holders of the Common Stock, merger, consolidation or other similar transaction
involving a change of control (as defined below) of the Company, including voting in favor of any such transaction or taking any other
action in connection with such transaction, provided that in the event that such merger, tender offer or other transaction is
not completed, the Common Stock and any security convertible into or exercisable or exchangeable for Common Stock shall remain subject
to the restrictions set forth herein; (h) the conversion or vesting of equity awards, the exercise of warrants or the exercise of stock
options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof; provided,
that the restrictions shall apply to any shares of Common Stock issued upon such vesting, exercise or conversion; (i) the pledge of shares
of Common Stock or any security convertible into or exercisable for Common Stock as collateral to secure the obligations under any bona
fide borrowing; provided that, it shall be a condition to any such pledge that the pledgee agrees that upon foreclosure on such
pledged securities, the pledgee will be bound by the terms of this Lock-Up Agreement to the same extent as if the pledgee were a party
hereto; (j) the establishment of any, or the continued use of any existing, contract, instruction or plan that satisfies all of the requirements
of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act (as in effect at the time of establishment); provided,
however, that except for already existing plans, no sales of Common Stock or securities convertible into, or exchangeable or exercisable
for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further,
that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission
under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding
such Rule 10b5-1 Plan; and (k) any demands or requests for, exercise any right with respect to, or take any action in preparation of,
the registration by the Company under the Securities Act of the undersigned’s shares of Common Stock, provided that no transfer
of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right and no registration statement
shall be filed under the Securities Act with respect to any of the undersigned’s shares of Common Stock during the Lock-Up Period.
For purposes of clause (g) above, “change of control” shall mean the consummation of any bona fide third party tender
offer, merger, purchase, consolidation or other similar transaction the result of which is that any “person” (as defined
in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the
Exchange Act) of a majority of total voting power of the voting stock of the Company.
The
undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the undersigned’s securities subject to this Lock-Up Agreement except in compliance with this Lock-Up Agreement.
The
undersigned understands that the Company will proceed with the Exchange in reliance on this Lock-Up Agreement.
This
Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict
of laws principles thereof. This Lock-Up Agreement may be executed in one or more counterparts and, if executed in more than one counterpart,
the executed counterparts shall each be deemed to be an original, and all such counterparts shall together constitute one and the same
instrument. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any copy so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
The
undersigned hereby represents and warrants that he or she has full power and authority to enter into this Lock-Up Agreement and that,
upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations
of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of thereof.
[Signature
page follows]
| |
Very
truly yours, |
| |
|
| |
|
| |
(Name) |
| |
|
| |
|
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(Signature) |
| |
|
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Address:
|
|
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|
|
| ACKNOWLEDGED |
|
| |
|
| VELO3D,
INC. |
|
| |
|
|
| By:
|
|
|
| Name:
|
|
|
| Title:
|
|
|
v3.25.0.1
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Velo3D (PK) (USOTC:VLDXW)
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