Conversion of Equity-Based Awards Sample Contracts

October __,] 2020
Conversion 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.”

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