Material Agreement (Form 8-K)

On December 8, 2025, Velo3D, Inc. (the "Company") and Varilease Finance, Inc. ("Varilease") entered into a Sale Leaseback Agreement (the "Sale Leaseback Agreement") pursuant to which the Company agreed to sell to Varilease, and subject to the conditions set forth therein, Varilease agreed to purchase from the Company, assorted Velo3D Sapphire and Sapphire XC metal 3D printers and post processing tools and equipment owned and used by the Company (the "Equipment"). The aggregate purchase price for the Equipment to be received by the Company is $10 million.

Concurrently with entering into the Sale Leaseback Agreement, the Company, its wholly owned subsidiary,Velo3D US, Inc., and Thieneman Construction, Inc. ("Thieneman Construction"), as co-lessees (collectively, the "Lessee"), entered into a Master Lease Agreement (the "Master Lease Agreement"), which sets forth the controlling terms and conditions by which the Lessee would lease from Varilease, as lessor, items of personal property and equipment. Thieneman Construction is an entity controlled by Kenneth Thieneman, a member of the board of directors of the Company. Concurrent with entry into the Sale Leaseback Agreement and the Master Lease Agreement, Varilease and the Lessee entered into lease Schedule No. 01 (the "Schedule"). The Schedule (which incorporates the terms of the Master Lease Agreement where appropriate) sets forth the terms and conditions pursuant to which Varilease would lease to the Company the Equipment to be purchased by Varilease from the Company pursuant to the Sale Leaseback Agreement. The Schedule provides for a 36-month base lease term and specifies the calculation for the base monthly rental amount for the Equipment during such term. During the lease term, all of the costs, expenses and liabilities associated with the Equipment are to be borne by the Company, and the Company is entitled to the unlimited use of the Equipment. Each of the Company, Velo3D US, Inc., and Thieneman Construction are jointly and severally liable for the performance of all obligations and bound to all terms and conditions under the Master Lease Agreement and Schedule, including, but not limited to, the payment of base monthly rental amount and any other amounts due under the Master Lease Agreement and Schedule.

At the completion of the base lease term provided in the Schedule, the Company will have, among other things, the option to either purchase the Equipment described in the Schedule for a price to be agreed upon by the Company and Varilease, or extend the lease term of the Schedule for a period of 12 months at the base monthly rental.

The Master Lease Agreement includes customary events of default, including non-payment by the Company of the monthly rental or other charges due under the Schedule. The Master Lease Agreement provides that in the event of the declaration by Varilease of a default, the Company would pay to Varilease, among other things, any unpaid amount due on or before the declaration of default plus liquidated damages equal to the Stipulated Loss Value of the Equipment. The Stipulated Loss Value of the Equipment is an amount equal to 110% of the Company's original cost for such Equipment less 1.25% of such cost for each month elapsed during the lease term through the declaration of default.

In connection with the transactions described above, the Company also entered into Debt Subordination Agreements, dated as of December 8, 2025, with Varilease, Thieneman Properties, LLC and Thieneman Construction, pursuant to which Thieneman Properties, LLC (an entity also controlled by Mr. Thieneman) and Thieneman Construction agreed to subordinate their respective security interests in the Equipment to Varilease relating to outstanding promissory notes issued by the Company.

The foregoing descriptions of the Sale Leaseback Agreement, Master Lease Agreement, Schedule and the Debt Subordination Agreements do not purport to be complete and are qualified in their entirety by the full text of the Sale Leaseback Agreement, Master Lease Agreement, Schedule and the Form of Debt Subordination Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.