WARRANT AGREEMENTWarrant Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 15, 2018, is by and between Graf Industrial Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
22,500,000 Units GRAF INDUSTRIAL corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
Graf Industrial Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Graf Industrial Corp. Houston, TX 77070Securities Subscription Agreement • September 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 26, 2018 by and between Graf Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Graf Industrial Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2018 • Graf Industrial Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2018, by and between Graf Industrial Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made and entered into by and among Graf Industrial Corp., a Delaware corporation (the “Company”), Graf Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Indemnification AgreementIndemnification Agreement • October 5th, 2020 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Velodyne Lidar, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Graf Industrial Corp. Houston, Texas 77070 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Graf Industrial Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $11.50 per share, provided that if the Company has not consummated a Business Combination (as defined below) within 15 months from
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 15, 2018 by and between Graf Industrial Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 9th, 2018 • Graf Industrial Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 9, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and among Graf Industrial Corp., a Delaware corporation (the “Company”), and Graf Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
TAX BENEFITS PRESERVATION PLAN DATED AS OF SEPTEMBER 20, 2022 BETWEEN VELODYNE LIDAR, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, RIGHTS AGENTTax Benefits Preservation Plan • September 23rd, 2022 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • New York
TAX BENEFITS PRESERVATION PLAN, dated as of September 20, 2022 (the “Agreement”), between Velodyne Lidar, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2020 • Graf Industrial Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 2, 2020, by and between Graf Industrial Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
TRANSACTION AGREEMENT Dated as of February 4, 2022 by and between VELODYNE LIDAR, INC. and AMAZON.COM, INC.Transaction Agreement • February 7th, 2022 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • Delaware
This TRANSACTION AGREEMENT, dated as of February 4, 2022 (this “Agreement”), is by and between Velodyne Lidar, Inc., a Delaware corporation (the “Company”), and Amazon.com, Inc., a Delaware corporation (“Amazon”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 7th, 2022 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 4, 2022, by and between Ouster, Inc., a Delaware corporation (“Ouster”), and the undersigned stockholder (the “Stockholder”) of Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Ouster, Velodyne, Oban Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Ouster (“Merger Sub I”), and Oban Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ouster (“Merger Sub II”).
AGREEMENT AND PLAN OF MERGER among OUSTER, INC., OBAN MERGER SUB, INC., OBAN MERGER SUB II LLC and VELODYNE LIDAR, INC. Dated as of November 4, 2022Merger Agreement • November 7th, 2022 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 4, 2022, by and among Ouster, Inc., a Delaware corporation (“Ouster”), Oban Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Ouster (“Merger Sub I”), Oban Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Ouster (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 October 15, 2018Advisory Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
This is to confirm our agreement whereby Graf Industrial Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (“EBC”) and Oppenheimer & Co. Inc. (“Oppenheimer” and together with EBC, the “Advisors”) to serve as the Company’s advisors in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-227396) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
VELODYNE LIDAR, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 1st, 2022 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Theodore L. Tewksbury, Ph.D. (“Executive”) and Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”), as of November 10, 2021 (the “Effective Date”).
VELODYNE CONFIDENTIAL INFORMATION Velodyne LiDAR, Inc. Amended and Restated Employment AgreementEmployment Agreement • March 17th, 2021 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • California
This Amended and Restated Employment Agreement (the “Agreement”) is made effective as of January 1, 2021 (the “Effective Date”), by and between Anand Gopalan (“Executive”) and Velodyne LiDAR, Inc., a Delaware corporation (the “Company”).
LICENSE AND SUPPLY AGREEMENT By and Between Velodyne LiDAR, Inc. AND Veoneer US, Inc.License and Supply Agreement • October 5th, 2020 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • New York
This License and Supply Agreement (hereinafter, the “Agreement”) is entered into on the date that Velodyne LiDAR, Inc. receives from Veoneer US, Inc. a binding purchase order for $[*] USD for the transfer of documents as set forth in Section 3.7 of this Agreement (provided that Velodyne LiDAR, Inc. receives such purchase order prior to March 1, 2019) (hereinafter, the “Effective Date”) by and between:
Agreement and Plan of Merger amongAgreement and Plan of Merger • July 6th, 2020 • Graf Industrial Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of July 2, 2020, is entered into by and among Graf Industrial Corp., a Delaware corporation (“Acquiror”), VL Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Velodyne LiDAR, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
Amendment to Agreement and Plan of MergerAgreement and Plan of Merger • August 21st, 2020 • Graf Industrial Corp. • General industrial machinery & equipment, nec • Delaware
This Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of August 20, 2020 (the “Amendment Date”), amends that certain Agreement and Plan of Merger, dated as of July 2, 2020, by and among Graf Industrial Corp., a Delaware corporation (“Acquiror”), VL Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Velodyne LiDAR, Inc., a Delaware corporation (the “Company”) (as amended, restated or supplemented from time to time, the “Merger Agreement”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
October __,] 2020Conversion of Equity-Based Awards • October 5th, 2020 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec
On July 2, 2020, Velodyne Lidar, Inc. (“VLI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Graf Industrial Corp. (“Graf”) and its wholly owned subsidiary, VL Merger Sub Inc. (“Merger Sub”), pursuant to which Merger Sub merged with and into VLI (the “Merger”), with VLI surviving the merger and becoming a wholly-owned subsidiary of Graf. Upon the effective time of the Merger (the “Effective Time”), Graf changed its name to Velodyne Lidar, Inc., though such entity is referred to herein as the “Public Company.”
SUPPORT AGREEMENTSupport Agreement • July 6th, 2020 • Graf Industrial Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of July 2, 2020, is entered into by and among Graf Industrial Corp., a Delaware corporation (“Acquiror”), VL Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and certain of the stockholders of Velodyne LiDAR, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VELODYNE, LLCLimited Liability Company Agreement • February 13th, 2023 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec
This Amended and Restated Limited Liability Company Agreement of Velodyne, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of February 10, 2023, by Ouster, Inc., a Delaware corporation, in its capacity as the sole and managing member of the Company (any Person serving in such capacity, the “Managing Member”).
VELODYNE LIDAR, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 25, 2019Investors’ Rights Agreement • October 30th, 2020 • Velodyne Lidar, Inc. • General industrial machinery & equipment, nec • California
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the“Agreement”) is made as of October 25, 2019, by and among VELODYNE LIDAR, INC., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
July 2, 2020Sponsor Agreement • July 6th, 2020 • Graf Industrial Corp. • Blank checks • New York
This letter (this “Sponsor Agreement”) is being delivered by Graf Acquisition LLC, a Delaware limited liability company (the “Sponsor”), to Velodyne Lidar, Inc., a Delaware corporation (the “Company”), and Graf Industrial Corp., a Delaware corporation (the “Acquiror”), in accordance with that Agreement and Plan of Merger, dated as of the date hereof, by and among Acquiror, the Company and the other parties thereto (the “Merger Agreement”), and hereby amends and restates in its entirety with respect to the Sponsor that certain letter, dated October 15, 2018, from, inter alia, Sponsor to the Acquiror (the “Prior Letter Agreement”) (provided that, as set forth in Section 17, this Sponsor Agreement shall automatically terminate and revert to the Prior Letter Agreement if the Merger Agreement is validly terminated in accordance with its terms). Certain capitalized terms used herein are defined in paragraph 10 hereof. Capitalized terms used but not otherwise defined herein shall have the res
GRAF INDUSTRIAL CORP. Houston, Texas 77070Administrative Support Agreement • October 9th, 2018 • Graf Industrial Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Graf Industrial Corp. (the “Company”) and PSI Capital Inc. (“PSI”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Velodyne Lidar, Inc. 5521 Hellyer Avenue San Jose, California 95138 USAAgreement and Plan of Merger • August 21st, 2020 • Graf Industrial Corp. • General industrial machinery & equipment, nec
Reference is made to that certain Agreement and Plan of Merger, dated as of July 2, 2020, by and among Graf Industrial Corp., a Delaware corporation (“Acquiror”), VL Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Velodyne LiDAR, Inc., a Delaware corporation (the “Company”) pursuant to which Merger Sub will merge with and into the Company with the Company surviving as a wholly-owned subsidiary of Acquiror (the “Merger”) (as amended from time to time, the “Merger Agreement”). Further reference is made to that certain Amendment to Agreement and Plan of Merger, dated as of the date hereof, by and among Acquiror, Merger Sub and the Company (the “Amendment”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
GRAF INDUSTRIAL CORP. Houston, Texas 77070Administrative Support Agreement • October 18th, 2018 • Graf Industrial Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Graf Industrial Corp. (the “Company”) and PSI Capital Inc. (“PSI”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
