exhibit101-firstloanmodi






1    FIRST LOAN MODIFICATION AGREEMENT   This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of     May __, 2022, by and between (a) SILICON VALLEY BANK, a California corporation, with a loan production  office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”) and (b) VELO3D US,  INC., a Delaware corporation, with its principal place of business at 511 Division Street, Campbell, California  95008 (formerly known as VELO3D, INC.) (“Borrower”).  1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.  Among other indebtedness and  obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement  dated as of May 14, 2021, evidenced by, among other documents, a certain Third Amended and Restated Loan and  Security Agreement dated as of May 14, 2021, between Borrower and Bank (as may be amended, modified,  restated, replaced or supplemented from time to time, the “Loan Agreement”).  Capitalized terms used but not  otherwise defined herein shall have the same meaning as in the Loan Agreement.  2. DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is secured by, among other property,  (a) the Collateral as defined in the Loan Agreement and (b) the Intellectual Property Collateral as defined in a  certain Intellectual Property Security Agreement dated as of May 14, 2021, between Borrower and Bank (as may be  amended, modified, restated, replaced or supplemented from time to time, the “IP Agreement”) (together with any  other collateral security granted to Bank, as amended the “Security Documents”).  Hereinafter, the Security  Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the  “Existing Loan Documents”.  3. DESCRIPTION OF CHANGE IN TERMS.  A. Modification to Loan Agreement. The Loan Agreement shall be amended by deleting the  following definition, appearing in Section 13.1 thereof:  “ “Revolving Line Maturity Date” is May 14, 2022.”     and inserting in lieu thereof the following:     “ “Revolving Line Maturity Date” is June 13, 2022.”    B. Waiver.  Bank hereby waives Borrower’s existing defaults under the Loan Agreement by virtue of  Borrower’s failure to comply with the requirement set forth in Section 6.9 thereof (relative to the  requirement that Borrower maintain a certain revenue) for the six (6) month period ending on  March 31, 2022 (the “Default”).  Borrower hereby acknowledges and agrees that except as  specifically provided herein, nothing in this section or anywhere in this Loan Modification  Agreement shall be deemed or otherwise construed as a waiver by Bank of any of its rights and  remedies pursuant to the Loan Documents, applicable law or otherwise.  The foregoing waiver  shall apply only to the Default and is not intended to be and shall not be construed as a waiver or  agreement to waive any other defaults or Events of Default.  4. FEES AND EXPENSES.  Borrower shall reimburse Bank for all legal fees and expenses incurred in  connection with this amendment to the Existing Loan Documents.    5. RATIFICATION OF IP AGREEMENT.  Borrower hereby ratifies, confirms and reaffirms, all and  singular, the terms and conditions of the IP Agreement, and acknowledges, confirms and agrees that the IP  Agreement contains an accurate and complete listing of all Intellectual Property Collateral as defined in the IP  Agreement, and shall remain in full force and effect.    DocuSign Envelope ID: 9B45BEF7-35A9-4929-BB1A-C26517F8E97C 13 





 






2    6. PERFECTION CERTIFICATE.  Borrower hereby ratifies, confirms and reaffirms, all and singular, the  terms and disclosures contained in a certain Perfection Certificate of Borrower dated as of May 14, 2021 delivered  by Borrower to Bank and acknowledges, confirms and agrees that the disclosures and information Borrower  provided to Bank in such Perfection Certificate have not changed, as of the date hereof.  7. CONSISTENT CHANGES.  The Existing Loan Documents are hereby amended wherever necessary to  reflect the changes described above.  8. RATIFICATION OF LOAN DOCUMENTS.  Borrower hereby ratifies, confirms, and reaffirms all terms  and conditions of all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby  includes, without limitation, the Obligations.  9. RELEASE BY BORROWER.    A. FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases,  and discharges Bank and its present or former employees, officers, directors, agents,  representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands,  obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every  type, kind, nature, description or character whatsoever, whether known or unknown, suspected or  unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or  related to facts, circumstances, issues, controversies or claims existing or arising from the  beginning of time through and including the date of execution of this Loan Modification  Agreement (collectively “Released Claims”).  Without limiting the foregoing, the Released Claims  shall include any and all liabilities or claims arising out of or in any manner whatsoever connected  with or related to the Loan Documents, the recitals hereto, any instruments, agreements or  documents executed in connection with any of the foregoing or the origination, negotiation,  administration, servicing and/or enforcement of any of the foregoing.  B. In furtherance of this release, Borrower expressly acknowledges and waives any and all rights  under Section 1542 of the California Civil Code, which provides as follows:  “A general release does not extend to claims that the creditor or releasing party does not  know or suspect to exist in his or her favor at the time of executing the release and that, if  known by him or her, would have materially affected his or her settlement with the debtor  or released party.” (Emphasis added.)    C. By entering into this release, Borrower recognizes that no facts or representations are ever  absolutely certain and it may hereafter discover facts in addition to or different from those which it  presently knows or believes to be true, but that it is the intention of Borrower hereby to fully,  finally and forever settle and release all matters, disputes and differences, known or unknown,  suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that  it relied upon in entering into this release was untrue, or that any understanding of the facts was  incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of  any claim of mistake of fact or law or any other circumstances whatsoever.  Borrower  acknowledges that it is not relying upon and has not relied upon any representation or statement  made by Bank with respect to the facts underlying this release or with regard to any of such  party’s rights or asserted rights.  D. This release may be pleaded as a full and complete defense and/or as a cross-complaint or  counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or  attempted in breach of this release.  Borrower acknowledges that the release contained herein  constitutes a material inducement to Bank to enter into this Loan Modification Agreement, and  DocuSign Envelope ID: 9B45BEF7-35A9-4929-BB1A-C26517F8E97C 





 






3    that Bank would not have done so but for Bank’s expectation that such release is valid and  enforceable in all events.  E. Borrower hereby represents and warrants to Bank, and Bank is relying thereon, as follows:  1 Except as expressly stated in this Loan Modification Agreement, neither Bank nor any  agent, employee or representative of Bank has made any statement or representation to  Borrower regarding any fact relied upon by Borrower in entering into this Loan  Modification Agreement.    2 Borrower has made such investigation of the facts pertaining to this Loan Modification  Agreement and all of the matters appertaining thereto, as it deems necessary.    3 The terms of this Loan Modification Agreement are contractual and not a mere recital.     4 This Loan Modification Agreement has been carefully read by Borrower, the contents  hereof are known and understood by Borrower, and this Loan Modification Agreement is  signed freely, and without duress, by Borrower.      5 Borrower represents and warrants that it is the sole and lawful owner of all right, title and  interest in and to every claim and every other matter which it releases herein, and that it  has not heretofore assigned or transferred, or purported to assign or transfer, to any  person, firm or entity any claims or other matters herein released.  Borrower shall  indemnify Bank, defend and hold it harmless from and against all claims based upon or  arising in connection with prior assignments or purported assignments or transfers of any  claims or matters released herein.  10. CONTINUING VALIDITY.  Borrower understands and agrees that in modifying the existing Obligations,  Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan  Documents.  Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing  Loan Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to the existing  Obligations pursuant to this  Loan Modification Agreement in no way shall obligate Bank to make any future  modifications to the Obligations.  Nothing in this Loan Modification Agreement shall constitute a satisfaction of the  Obligations.  It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan  Documents, unless the party is expressly released by Bank in writing.  No maker will be released by virtue of this  Loan Modification Agreement.  11. COUNTERSIGNATURE.  This Loan Modification Agreement shall become effective only when it shall  have been executed by Borrower and Bank.   12. COUNTERPARTS.  This Loan Modification Agreement may be executed in any number of counterparts  (including by PDF or other electronic transmission, or facsimile) and all of such counterparts taken together shall be  deemed to constitute one and the same instrument.  [The remainder of this page is intentionally left blank]  DocuSign Envelope ID: 9B45BEF7-35A9-4929-BB1A-C26517F8E97C 





 






   IN WITNESS WHEREOF, the parties hereto have caused this Loan Modification Agreement to be  executed as of the date first written above.  BORROWER:  VELO3D US, INC.    By________________________________________  Name: Bernard Chung  Title: VP Finance   BANK:  SILICON VALLEY BANK    By________________________________________  Name: Stephen Chang  Title: Managing Director            NY:2376070  DocuSign Envelope ID: 9B45BEF7-35A9-4929-BB1A-C26517F8E97C