David J/ca Cowan - 29 Sep 2021 Form 3 Insider Report for Velo3D, Inc. (VLDX)

Footnote F1

As of the date hereof, Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst") and Bessemer Venture Partners IX, L.P. ("BVP IX", and together with BVP IX Inst referred to collectively, the "Funds") own 16,842,013 shares of Common Stock and 21,022,226 shares of Common Stock, respectively, and such shares were acquired by the Funds prior to the Reporting Person joining the board of directors of the Issuer. The Reporting Person was elected as a member of the board of directors of the Issuer effective immediately after the Effective Time as defined in that Business Combination Agreement, dated March 22, 2021, as amended on July 20, 2021 (the "Business Combination Agreement"), by and among the Issuer, Spitfire Merger Sub, Inc., and Velo3D US, Inc.

Footnote F2

The Reporting Person is a director of Deer IX & Co. Ltd. ("Deer Ltd."), which is the general partner of Deer IX & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer Ltd. and Deer L.P. and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

Footnote F3

Pursuant to the earnout provisions in the Business Combination Agreement, the Funds are entitled to receive shares of Common Stock if, from the closing of the transaction until the fifth anniversary thereof, the volume-weighted average price of the Common Stock equals or exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-trading day period and one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $15.00 for any 20 trading days within any 30-trading day period, in each case, subject to adjustment as provided in the Business Combination Agreement.

Footnote F4

As of the date hereof, BVP IX Inst and BVP IX hold the right to acquire 2,233,130 and 2,787,398 shares, respectively, of the Common Stock upon the satisfaction of the earnout right vesting conditions described in footnote (3) above.