Velodyne Lidar Inc (VLDR)

[Mr Wowza]

Pursuant to the business combination, GRAF will acquire Velodyne through a reverse merger in which Velodyne is ascribed an enterprise value of approximately $1.6 billion and equity value of approximately $1.8 billion. The transaction will be funded by: (i) issuance of approximately $1.5 billion in new common stock of GRAF to current holders of Velodyne securities ("Velodyne Holders") (rollover equity); (ii) cash from the GRAF trust account (up to approximately $117 million); and (iii) cash from a $150 million PIPE at $10.00 per share from a broad group of new institutional investors, as well as certain of GRAF's existing shareholders. Following the transaction and after payment of transaction expenses, Velodyne is expected to add approximately $190 million of cash to its balance sheet and up to $50 million of total cash consideration will be paid to existing Velodyne shareholders.