Exhibit 10.3 


 


FORM OF TRANSACTION SUPPORT AGREEMENT


 


This TRANSACTION
SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 22, 2021, by and among Jaws Spitfire
Acquisition Corporation, a Cayman Islands exempted company (“JAWS”), Velo3D, Inc., a Delaware corporation
(the “Company”) and _____________________________________________ (the “Shareholder”). Each
of JAWS, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively
as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to
them in the Business Combination Agreement (defined below).


 


RECITALS


 


WHEREAS, on
March 22, 2021, JAWS, Spitfire Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company,
entered into that certain Business Combination Agreement (as amended, supplemented or otherwise modified from time to time in accordance
with its terms, the “Business Combination Agreement”) pursuant to which, among other things, Merger Sub will
merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger,
becoming a wholly-owned Subsidiary of JAWS, and each Company Share (including the Subject Company Shares (as defined below)) will
be converted into the right to receive JAWS Shares, in each case, on the terms and subject to the conditions set forth in the Business
Combination Agreement;


 


WHEREAS, as
of the date hereof, the Shareholder is the record and beneficial owner of the number and type of Equity Securities of the Company
set forth on Schedule A hereto (together with any other Equity Securities of the Company that the Shareholder acquires record
or beneficial ownership after the date hereof, collectively, the “Subject Company Shares”);


 


WHEREAS, in
consideration for the benefits to be received by the Shareholder under the terms of the Business Combination Agreement and as a
material inducement to JAWS and the other JAWS Parties agreeing to enter into and consummate the transactions contemplated by the
Business Combination Agreement, the Shareholder agrees to enter into this Agreement and to be bound by the agreements, covenants
and obligations contained in this Agreement; and


 


WHEREAS, the
Parties acknowledge and agree that JAWS and the other JAWS Parties would not have entered into and agreed to consummate the transactions
contemplated by the Business Combination Agreement without the Shareholder entering into this Agreement and agreeing to be bound
by the agreements, covenants and obligations contained in this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


AGREEMENT


 


1.             Company
Shareholder Consent and Related Matters.


 


(a)            As
promptly as reasonably practicable (and in any event within two (2) Business Days) following the time at which the Registration
Statement / Proxy Statement is declared effective under the Securities Act, the Shareholder shall duly execute and deliver to the
Company and JAWS the Company Shareholder Written Consent or Company Preferred Shareholder Written Consent, as applicable, under
which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 5.12(a) (Transaction
Support Agreements; Company Shareholder Approval; Subscription Agreements) of the Business Combination Agreement, including, with
respect to any and all Company Preferred Shares held by such Shareholder, the conversion of all outstanding Company Preferred Shares
into Company Shares as of immediately prior to the Effective Time in accordance with Section 4.2.1(b) of the Company
Certificate of Incorporation. Without limiting the generality of the foregoing, prior to the Closing, the Shareholder shall vote
(or cause to be voted) the Subject Company Shares against and withhold consent with respect to (i) any Company Acquisition
Proposal or (ii) any other matter, action or proposal that would reasonably be expected to result in (x) a breach of
any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the
conditions to the Closing set forth in Section 7.1 or Section 7.2 of the Business Combination Agreement not being satisfied.


 






    


     


    

 


(b)            Without
limiting any other rights or remedies of JAWS, the Shareholder hereby irrevocably appoints JAWS or any individual designated by
JAWS as the Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting), for and
in the name, place and stead of the Shareholder, to attend on behalf of the Shareholder any meeting of the Company Shareholders
with respect to the matters described in Section 1(a), to include the Subject Company Shares in any computation for
purposes of establishing a quorum at any such meeting of the Company Shareholders, to vote (or cause to be voted) the Subject Company
Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in connection
with any meeting of the Company Shareholders or any action by written consent by the Company Shareholders (including the Company
Shareholder Written Consent or Company Preferred Shareholder Written Consent, as applicable), in each case, in the event that the
Shareholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a).
The proxy granted in this Section 1(c) shall expire upon the termination of this Agreement.


 


(c)            The
proxy granted by the Shareholder pursuant to Section 1(c) is coupled with an interest sufficient in law to support
an irrevocable proxy and is granted in consideration for JAWS entering into the Business Combination Agreement and agreeing to
consummate the transactions contemplated thereby. The proxy granted by the Shareholder pursuant to Section 1(c) is
also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Shareholder
and shall revoke any and all prior proxies granted by the Shareholder with respect to the Subject Company Shares. The vote or consent
of the proxyholder in accordance with Section 1(c) and with respect to the matters in Section 1(a) shall
control in the event of any conflict between such vote or consent by the proxyholder of the Subject Company Shares and a vote or
consent by the Shareholder of the Subject Company Shares (or any other Person with the power to vote the Subject Company Shares)
with respect to the matters in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(c) on
any matter except those provided in Section 1(a). For the avoidance of doubt, the Shareholder may vote the Subject
Company Shares on all other matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations
set forth in this Agreement.


 


2.            Other
Covenants and Agreements.


 


(a)            The
Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement
to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically
terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such
termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination
neither the Company nor any of its Affiliates (including, from and after the Effective Time, JAWS and its Affiliates) shall have
any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, the Shareholder
hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken,
all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence.


 






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(b)            The
Shareholder shall be bound by and subject to (i) Section 5.3(a) (Confidentiality) and Section 5.4(a) (Public
Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business
Combination Agreement, as if the Shareholder is directly party thereto, and (ii) the first sentence of Section 5.5(a) (Exclusive
Dealing) and Section 9.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions
apply to the Company, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary,
(x) the Shareholder shall not be responsible for the actions of the Company or the Company Board (or any committee thereof)
or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company
Related Parties”), including with respect to any of the matters contemplated by this Section 2(b), (y) the
Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties,
and (z) any breach by the Company of its obligations under the Business Combination Agreement shall not be considered a breach
of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible
for any breach by it of this Section 2(b)).


 


(c)            The
Shareholder acknowledges and agrees that JAWS and the other JAWS Parties are entering into the Business Combination Agreement in
reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with,
as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into
this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and
obligations contained in this Agreement JAWS and the other JAWS Parties would not have entered into or agreed to consummate the
transactions contemplated by the Business Combination Agreement.


 


(d)            The
Shareholder hereby waives any rights of appraisal, including under Chapter 13 of the California Corporations Code, as amended,
or any other rights to dissent from the Merger that the Shareholder may have under applicable Law.


 


(e)            [At
or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and JAWS the A&R Registration Rights
Agreement.]1


 


3.            Shareholder
Representations and Warranties. The Shareholder represents and warrants to JAWS as follows:


 


(a)            If
the Shareholder is an entity, the Shareholder is a corporation, limited liability company or other applicable business entity duly
organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case,
with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its
jurisdiction of formation or organization (as applicable).


 


(b)            The
Shareholder has the requisite corporate, limited liability company or other similar power and authority (or, if the Shareholder
is a natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, to perform its covenants, agreements
and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate
to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. If the Shareholder
is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar)
action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes
a valid, legal and binding agreement of the Shareholder (assuming that this Agreement is duly authorized, executed and delivered
by JAWS), enforceable against the Shareholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).


 





 






1       Note
to Draft: To be included only for Other RRA Parties.


 






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(c)            No
consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part
of the Shareholder with respect to the Shareholder’s execution, delivery or performance of its covenants, agreements or obligations
under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that
relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except
for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely
affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder
in any material respect.


 


(d)            None
of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of its covenants,
agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations
under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions
contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Shareholder
is an entity, result in any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation
or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification,
suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Shareholder
is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of its
properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, result in the creation
of any Lien upon the Subject Company Shares, except, in the case of any of clause (ii) and clause (iii) above,
as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements
or obligations hereunder in any material respect.


 


(e)            The
Shareholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject
Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or the Company Stockholder
Agreements or the restrictions contemplated by this Agreement). Except for the Equity Securities of the Company set forth on Schedule
A hereto, together with any other Equity Securities of the Company that the Shareholder acquires record or beneficial ownership
after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the
Business Combination Agreement, the Shareholder does not own, beneficially or of record, any Equity Securities of the Company.
Except as otherwise expressly contemplated by the Governing Documents of the Company or the Company Stockholder Agreements, the
Shareholder does not have the right to acquire any Equity Securities of the Company. The Shareholder has the sole right to vote
(and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination
Agreement and the Company Stockholder Agreements, the Shareholder is not party to or bound by (i) any option, warrant, purchase
right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the
satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer any of the Subject Company Shares or (ii) any
voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares. As used herein,
the term “Company Stockholder Agreements” means those Contracts set forth on Schedule C.


 


(f)            There
is no Proceeding pending or, to the Shareholder’s knowledge, threatened against the Shareholder that, if adversely decided
or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with,
any of its covenants, agreements or obligations under this Agreement in any material respect.


 






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(g)            The
Shareholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it
has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the
business, assets, condition, operations and prospects of, the JAWS Parties and (ii) it has been furnished with or given access
to such documents and information about the JAWS Parties and their respective businesses and operations as it and its Representatives
have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this
Agreement, the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.


 


(h)            In
entering into this Agreement and the other Ancillary Documents to which it is or will be a party, the Shareholder has relied solely
on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to
which it is or will be a party and no other representations or warranties of any JAWS Party (including, for the avoidance of doubt,
none of the representations or warranties of any JAWS Party set forth in the Business Combination Agreement or any other Ancillary
Document) or any other Person, either express or implied, and the Shareholder, on its own behalf and on behalf of its Representatives,
acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary
Documents to which it is or will be a party, none of the JAWS Parties or any other Person makes or has made any representation
or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which it is
or will be a party or the transactions contemplated hereby or thereby.


 


4.            Transfer
of Subject Securities. Except as expressly contemplated by the Business Combination Agreement or with the prior written consent
of JAWS (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Shareholder agrees not
to (a) Transfer any of the Subject Company Shares, (b) enter into (i) any option, warrant, purchase right, or other
Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction
or waiver of any conditions precedent)) require the Shareholder to Transfer the Subject Company Shares or (ii) any voting
trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions
in furtherance of any of the matters described in the foregoing clause (a) or clause (b). Notwithstanding the
foregoing, the Shareholder may transfer its Subject Company Shares to its Affiliates with prior written notice to (but without
the consent of) JAWS, subject to any such Affiliate transferee signing a joinder hereto agreeing to be bound by all provisions
hereof to the same extent as the Shareholder. For purposes of this Agreement, “Transfer” means any, direct or
indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition
or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law
or otherwise).


 


5.            Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon
the earlier of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with
its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have
any further obligations or liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to
the contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not
affect any liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior
to such termination or Fraud, (ii) Section 2(b)(i) (solely to the extent that it relates to Section 5.3(a) (Confidentiality)
of the Business Combination Agreement) and the representations and warranties set forth in Section 3(g) and Section 3(h) shall
each survive any termination of this Agreement, (iii) Section 2(b)(i) (solely to the extent that it relates
to Section 5.4(a) (Public Announcements) of the Business Combination Agreement) shall survive the termination of this
Agreement pursuant to Section 5(a) and (iv) Section 2(b)(ii) (solely to the extent that
it relates to Section 9.18 (Trust Account Waiver) of the Business Combination Agreement) shall survive the termination of
this Agreement pursuant to Section 5(b). For purposes of this Section 5, (x) “Willful Breach”
means a material breach that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge
that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach
of this Agreement and (y) “Fraud” means an act or omission committed by a Party, and requires: (A) a
false or incorrect representation or warranty expressly set forth in this Agreement, (B) with actual knowledge (as opposed
to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or
warranty expressly set forth in this Agreement is false or incorrect, (C) an intention to deceive another Party, to induce
it to enter into this Agreement, (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation
or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (E) another Party
to suffer damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable
fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence
or recklessness.


 






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6.            Amendment
to the Business Combination Agreement. The Company hereby agrees that the Company shall not, without the prior written consent
of a majority of the Company Preferred Shares held by the Company Shareholders who have executed and delivered to the Company and
JAWS a Transaction Support Agreement, amend or modify, or cause to be amended or modified, the Business Combination Agreement in
any manner that would materially and adversely affect such Company Shareholders in their capacity as a shareholder of the Company.


 


7.            Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) the Shareholder makes no agreement or understanding
herein in any capacity other than in such Shareholder’s capacity as a record holder and beneficial owner of the Subject Company
Shares, and not in such Shareholder’s capacity as a director, officer or employee of the Company or any of the Company’s
Subsidiaries or in such Shareholder’s capacity as a trustee or fiduciary of any Company Equity Plan, and (b) nothing
herein will be construed to limit or affect any action or inaction by such Shareholder or any representative of such Shareholder
serving as a member of the board of directors of the Company or as an officer, employee or fiduciary of the Company, in each case,
acting in such person’s capacity as a director, officer, employee or fiduciary of the Company.


 


8.            No
Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party thereto
against any other party thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for
breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract
or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated
hereby shall be asserted against the Company or any JAWS Party, and (b) none of the Company or any JAWS Party shall have any
liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated
hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect
of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for
any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished
in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.


 


9.            Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof)
if applicable, e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that
the email was sent to the intended recipient thereof without an “error” or similar message that such email was not
received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt
thereof) to the other Parties as follows:


 






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(a)          If
to JAWS, to:


 


Jaws Spitfire Acquisition Corporation

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attn: Matthew Walters

E-mail: mwalters@starwood.com


 


with a copy (which shall not constitute notice) to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: Michael P. Brueck, P.C.; David L. Perechocky

E-mail: michael.brueck@kirkland.com; david.perechocky@kirkland.com


 


(b)          If
to the Company, to:


 


Velo3D, Inc.

511 Division Street

Campbell, California 95008

Attn: William McCombe, CFO

Email: Legal.Notice@velo3d.com


 


with a copy (which shall not constitute notice) to:


 


Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Attn: Steven Levine; David K. Michaels

E-mail: SLevine@fenwick.com; DMichaels@Fenwick.com


 


(c)          If
to Shareholder, to the address specified on the signature page hereto.


 


with a copy (which shall not constitute notice) to:


 


Fenwick & West LLP

801 California Street

Mountain View, CA 94041

Attn: Steven Levine; David K. Michaels

E-mail: SLevine@fenwick.com; DMichaels@Fenwick.com


 


or to such other address as
the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.


 






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10.            Entire
Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitutes the
entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings,
both written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided
in this Agreement.


 


11.            Amendments
and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver
is in writing and signed by the Shareholder and JAWS. Notwithstanding the foregoing, no failure or delay by any Party in exercising
any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be
assignable by the Shareholder without JAWS’s prior written consent (to be withheld or given in its sole discretion).


 


12.            Fees
and Expenses. Except as otherwise expressly set forth in the Business Combination Agreement, all fees and expenses incurred
in connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial
advisors and accountants, shall be paid by the Party incurring such fees or expenses.


 


13.            Remedies.
Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive
of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not
preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy, would occur in the event that either Party does not perform its respective obligations under the
provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed
that each Party shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches
of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond
or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or
in equity. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief
when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at
law or an award of specific performance is not an appropriate remedy for any reason at law or equity.


 


14.            No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and
permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective
successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing
in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.


 


15.            Miscellaneous.
Sections 9.1 (Non-Survival), 9.5 (Governing Law), 9.7 (Construction; Interpretation), 9.10 (Severability), 9.11 (Counterparts;
Electronic Signatures), 9.15 (Waiver of Jury Trial) and 9.16 (Submission to Jurisdiction) of the Business Combination Agreement
are incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.


 


[Signature page follows]


 



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IN WITNESS WHEREOF,
the Parties have executed and delivered this Transaction Support Agreement as of the date first above written.


 


	 	Jaws Spitfire Acquisition Corporation
	 	 
	 	 
	 	By: 	         
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


[Signature Page to Transaction
Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF,
the Parties have executed and delivered this Transaction Support Agreement as of the date first above written.


 


	 	Velo3D, Inc.
	 	 
	 	 
	 	By: 	           
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


[Signature Page to Transaction
Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF,
the Parties have executed and delivered this Transaction Support Agreement as of the date first above written.


 





 


	 	[Shareholder]
	 	 
	 	 
	 	By: 	             
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


	 	Address:
	 	 
	 	
	 	 
	 	
	 	 
	 	
	 	 
	 	
	 	 
	 	Attn: 	             
	 	 
	 	E-mail: 	 



 


	 	with a copy (which shall not constitute notice) to:
	 	 
	 	
	 	 
	 	
	 	 
	 	
	 	 
	 	
	 	 
	 	Attn: 	       
	 	 
	 	E-mail: 	 



 


[Signature Page to Transaction
Support Agreement]