Exhibit 10.1


 


SUPPORT AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, concurrently
herewith, Acquiror, the Company and Merger Sub are entering into an Agreement and Plan of Merger (as amended, supplemented, restated
or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not
otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement), pursuant to which (and subject
to the terms and conditions set forth therein) Merger Sub will merge with and into the Company, with the Company surviving the
merger (the “Merger”);


 


WHEREAS, as of the
date hereof, each Stockholder is the record and “beneficial owner” (as such term is used herein, within the meaning
of Rule 13d-3 under the Exchange Act) of, and is entitled to dispose of and vote, the number of shares of Company Common Stock
and Company Preferred Stock set forth opposite such Stockholder’s name on Exhibit A hereto (collectively, with respect to
each Stockholder, such Stockholder’s “Owned Shares”; and such Owned Shares, together with (1) any additional
shares of Company Stock (or any securities convertible into or exercisable or exchangeable for Company Stock) in which such Stockholder
acquires record and beneficial ownership after the date hereof, including by purchase, as a result of a stock dividend, stock split,
recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities
and (2) any additional shares of Company Stock with respect to which such Stockholder has the right to vote through a proxy, the
 “Covered Shares”);


 


WHEREAS, as a condition
and inducement to the willingness of Acquiror and Merger Sub to enter into the Merger Agreement, the Stockholders are entering
into this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby,
Acquiror, Merger Sub and each Stockholder hereby agree as follows:


 


1.                  
Agreement to Vote. Each Stockholder, in its capacity as a stockholder of the Company,
agrees that, at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed
meeting, however called and including any adjournment or postponement thereof) and in connection with any written consent of stockholders
of the Company, such Stockholder shall, and shall cause any other holder of record of any of such Stockholder’s Covered Shares
to:


 


(a)               
when such meeting is held, appear at such meeting or otherwise cause such Stockholder’s
Covered Shares to be counted as present thereat for the purpose of establishing a quorum;


 


(b)               
vote (or execute and return an action by written consent), or cause to be voted at such
meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered
Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor
of the Merger and the adoption of the Merger Agreement and any other matters necessary or reasonably requested by the Company for
consummation of the Merger and the other transactions contemplated by the Merger Agreement; and


 



     


     


    




(c)               
vote (or execute and return an action by written consent), or cause to be voted at such
meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered
Shares against (i) any Acquisition Proposal and (ii) any other action that would reasonably be expected to (x) materially impede,
interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement,
(y) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger
Agreement or (z) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder
contained in this Agreement.


 


The obligations of each Stockholder specified
in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the Company Board or the
Company Board has effected a Company Change in Recommendation.


 


2.                  
No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that
such Stockholder shall not (i) enter into any voting agreement or voting trust with respect to any of such Stockholder’s
Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (ii) grant a proxy or
power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s
obligations pursuant to this Agreement or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or
would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.


 


3.                  
Termination. This Agreement shall terminate upon the earlier of (i) the Effective
Time and (ii) the valid termination of the Merger Agreement in accordance with its terms (the earlier of such date under clause
(i) and (ii) being referred to herein as the “Termination Date”); provided that the termination of this Agreement
shall not relieve any party hereto from any liability resulting from a breach of this Agreement prior to such termination.


 


4.                  
Representations and Warranties of the Stockholders. Each Stockholder hereby represents
and warrants (severally and not jointly as to itself only) to the Acquiror as follows:


 


(a)               
Such Stockholder owns exclusively of record (and is the sole beneficial owner of), and has
good, valid and marketable title to, such Stockholder’s Covered Shares, free and clear of any Liens (other than as created
by this Agreement). As of the date hereof, other than the Owned Shares set forth opposite such Stockholder’s name on Exhibit
A, such Stockholder does own (of record or beneficially) any shares of Company Stock (or any securities convertible into shares
of capital stock of the Company) or any interest therein.


 


(b)               
Such Stockholder (i) except as provided in this Agreement, has full voting power, full power
of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to
such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of
such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement,
(iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent
with such Stockholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking
that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant
to this Agreement.


 


(c)               
Such Stockholder (i) is a legal entity duly organized, validly existing and, to the extent
such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (ii) has all requisite
corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and
perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by such Stockholder and constitutes a legally valid and binding agreement of such Stockholder, enforceable
against such Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws other
similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance
and other equitable remedies).


 






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(d)               
Other than the filings, notices and reports pursuant to, in compliance with or required
to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations
of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to,
or be made by such Stockholder with, any Governmental Authority in connection with the execution, delivery and performance by such
Stockholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions
contemplated by the Merger Agreement.


 


(e)               
The execution, delivery and performance of this Agreement by such Stockholder does not,
and the consummation of the transactions contemplated hereby and the Merger and the other transactions contemplated by the Merger
Agreement will not (i) constitute or result in a breach or violation of, or a default under, the governing documents of such Stockholder,
(ii) with or without notice, lapse of time or both, constitute or result in a breach or violation of, a termination (or right of
termination) of or a default under, the loss of any benefit under, or the creation, modification or acceleration of any obligations
under, any Contract binding upon such Stockholder, in each case in a manner that could reasonably be expected to prevent or materially
delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated
by the Merger Agreement and this Agreement, (iii) conflict with or violate any Law to which such Stockholder is subject, (iv) require
any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, or (iv) constitute
or result in the creation of any Lien on such Stockholder’s Covered Shares.


 


(f)                
There are no Actions pending against such Stockholder or, to the knowledge of such Stockholder,
threatened against such Stockholder that, in any manner, question the beneficial or record ownership of such Stockholder’s
Covered Shares or challenge or seek to prevent, enjoin or materially delay the performance by such Stockholder of its obligations
under this Agreement.


 


(g)               
Such Stockholder understands and acknowledges that Acquiror is entering into the Merger
Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties,
covenants and other agreements of such Stockholder contained herein.


 


(h)               
No investment banker, broker, finder or other intermediary is entitled to any broker’s,
finder’s, financial advisor’s or other similar fee or commission for which Acquiror or the Company is or could be liable
in connection with the Merger Agreement or this Agreement or any of the respective transactions contemplated hereby or thereby,
in each case based upon arrangements made by or on behalf of such Stockholder.


 


5.                  
Certain Covenants of the Stockholders. Except in accordance with the terms of this
Agreement, each Stockholder hereby covenants and agrees as follows:


 


(a)               
No Solicitation. Such Stockholder shall not, and shall cause its Affiliates and subsidiaries
not to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or
indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with
respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected
to result in or lead to, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions
concerning, or provide access to its properties, books and records or any confidential information or data to, any Person relating
to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected to result in or lead
to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition
Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality
agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option
agreement or other similar agreement for or relating to any Acquisition Proposal or (v) resolve or agree to do any of the foregoing.
Such Stockholder also agrees that immediately following the execution of this Agreement it shall, and shall cause each of its Affiliates
and subsidiaries to, and shall use its reasonable best efforts to cause its and their Representatives to, cease any solicitations,
discussions or negotiations with any Person (other than the Parties and their respective Representatives) conducted heretofore
in connection with an Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead
to, or result in, an Acquisition Proposal. Such Stockholder shall promptly (and in any event within
one Business Day) notify, in writing, Acquiror of the receipt of any inquiry, proposal, offer or request for information received
after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, which
notice shall include a summary of the material terms of, and the identity of the Person or group of Persons making, such inquiry,
proposal, offer or request for information (provided, that, solely with respect to the identity of the Person or group of Persons
making, such inquiry, proposal, offer or request for information, such disclosure is not restricted by confidentiality obligations
in existence as of the date of this Agreement) and an unredacted copy of any Acquisition Proposal or inquiry, proposal or offer
made in writing or, if not in writing, a written description of the material terms and conditions of such inquiry, proposal or
offer (and shall include any other documents evidencing or specifying the terms of such proposal, offer, inquiry or request).


 






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Such Stockholder shall
promptly (and in any event within twenty-four (24) hours) keep Acquiror reasonably informed of any material developments with respect
to any such inquiry, proposal, offer, request for information or Acquisition Proposal (including any material changes thereto and
copies of any additional written materials received by such Stockholder, the Company, its subsidiaries or their respective Affiliates
or Representatives).


 


Notwithstanding anything
in this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Company
Board (or any Committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees
and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Stockholder
makes no representations or warranties with respect to the actions of any of the Company Related Parties and (iii) any breach by
the Company of its obligations under Section 6.07(a) of the Merger Agreement shall not be considered a breach of this Section 5(a)
(it being understood that, for the avoidance of doubt, such Stockholder shall remain responsible for any breach by it or its Representatives
of this Section 5(a)).


 


(b)               
Each Stockholder agrees that it shall not, directly or indirectly, (a) Transfer any of it
Covered Shares, except to an Affiliate of such Stockholder that executes this Agreement or (b) deposit any of its Covered Shares
into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto
that is inconsistent with this Agreement.


 


(c)               
As used herein, the term “Transfer” shall mean the (x) sale of, offer to sell,
contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (y) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction
specified in clause (x) or (y).


 






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6.                  
Further Assurances. From time to time, at Acquiror’s request and without further
consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be
reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by the Merger Agreement
and this Agreement. Each Stockholder further agrees not to commence or participate in, and to take all actions necessary to opt
out of any class in any class action with respect to, any action or claim, derivative or otherwise, against Acquiror, Acquiror’s
Affiliates, the Sponsor, the Company or any of their respective successors and assigns relating to the negotiation, execution or
delivery of this Agreement, the Merger Agreement (including the Merger Consideration) or the consummation of the transactions contemplated
hereby and thereby.


 


7.                  
Disclosure. Such Stockholder hereby authorizes the Company and Acquiror to publish
and disclose in any announcement or disclosure required by the SEC such Stockholder’s identity and ownership of the Covered
Shares and the nature of such Stockholder’s obligations under this Agreement.


 


8.                  
Changes in Capital Stock. In the event of a stock split, stock dividend or
distribution, or any change in the Company’s capital stock by reason of any split-up, reverse stock split, recapitalization,
combination, reclassification, exchange of shares or the like, the terms “Owned Shares” and “Covered Shares”
shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into
which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.


 


9.                  
Amendment and Modification. This Agreement may not be amended, modified or supplemented
in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by Acquiror, Merger Sub and
the applicable Stockholder.


 


10.              
Waiver. No failure or delay by any party hereto exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies of the parties hereto hereunder are cumulative
and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party
hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.


 


11.              
Notices. All notices and other communications hereunder shall be in writing and shall
be deemed given if delivered personally, by email (with confirmation of receipt) or sent by a nationally recognized overnight courier
service, such as Federal Express, to the parties hereto at the following addresses (or at such other address for a party as shall
be specified by like notice made pursuant to this Section 11):


 


If to Acquiror or Merger
Sub, to:


 


Graf Acquisition Corp.


118 Vintage Park Blvd.,
Suite W-222


Houston, Texas 77070


Attn:James A. Graf


E-mail:james@grafacq.com


 


with a copy to:


 


White & Case LLP


1221 Avenue of the
Americas


New York, NY 10020-1095


Attn:Joel L. Rubinstein


E-mail: joel.rubinstein@whitecase.com


 






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and


 


White & Case LLP


3000 El Camino Real


2 Palo Alto Square,
Suite 900


Palo Alto, California
94306-2109


Attn:Tali Sealman


E-mail: tali.sealman@whitecase.com


  


If to the Company to:


 


Velodyne Lidar, Inc.


5521 Hellyer Ave


San Jose, California
95138


Attn:Anand Gopalan


E-mail:agopalan@velodyne.com


  


with a copy to:


 


Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP


550 Allerton Street


Redwood City, CA 94063


Attn:Trevor S.
Knapp, Jeffrey Vetter and John H. Olson


E-mail:tknapp@gunder.com,
jvetter@gunder.com, jolson@gunder.com


 


If to a Stockholder,
to the address or email address set forth opposite such Stockholder’s name on Exhibit A.


 


12.              
Entire Agreement. This Agreement and the Merger Agreement constitute the entire
agreement, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect
to the subject matter hereof and thereof.


 


13.              
No Third-Party Beneficiaries. Such Stockholder hereby agrees that its representations,
warranties and covenants set forth herein are solely for the benefit of Acquiror in accordance with and subject to the terms of
this Agreement, and this Agreement is not intended to, and does not, confer upon any Person, other than the parties hereto, any
rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties
hereto hereby further agree that this Agreement may only be enforced against, and any Action that may be based upon, arise out
of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons
expressly named as parties hereto; provided that the Company shall be an express third party beneficiary with respect to Section
4 and Section 5(b).


 


14.              
Governing Law and Venue; Service of Process; Waiver of Jury Trial.


 


(a)               
This Agreement, and all claims or causes of action based upon, arising out of, or related
to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of
the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules
would require or permit the application of Laws of another jurisdiction..


 






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(b)               
Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought
in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, the U.S. District Court
for the Northern District of California or any state court located in Santa Clara County, California, and each of the parties irrevocably
submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have
to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and
determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions
contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process
in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction,
in each case, to enforce judgments obtained in any Action brought pursuant to this Section 14. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


15.              
Assignment; Successors. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall (a) be assigned by any of the Stockholders in whole or in part (whether by operation of Law or otherwise)
without the prior written consent of the Acquiror and the Company or (b) be assigned by the Acquiror or the Company in whole or
in part (whether by operation of Law or otherwise) without the prior written consent of (i) the Company or the Acquiror, respectively,
and (ii) the applicable Stockholder. Any such assignment without such consent shall be null and void. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.


 


16.              
Enforcement. The rights and remedies of the parties shall be cumulative with and
not exclusive of any other remedy conferred hereby. The parties agree that irreparable damage would occur and that the parties
would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction
or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement, including each Stockholder’s obligations to vote its Covered Shares as provided in this Agreement (and
each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in
addition to any other remedy to which they are entitled at law or in equity.


 


17.              
Severability. If any term or other provision of this Agreement is held by a court
of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder
of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, so long as the economic and legal substance of the transactions contemplated hereby, taken as a whole, are not affected
in a manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner
in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


18.              
Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, it being understood that each party need not sign the same counterpart. This
Agreement shall become effective when each party shall have received a counterpart hereof signed by all of the other parties. Signatures
delivered electronically or by facsimile shall be deemed to be original signatures.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


	 	GRAF INDUSTRIAL CORP.
	 	 
	 	By: 	 /s/ James A. Graf
	 	 	Name: James A. Graf
	 	 	Title: Chief Executive Officer
	 	 
	 	VL MERGER SUB INC. 
	 	 
	 	By:  	/s/ James A. Graf
	 	 	Name: James A. Graf
	 	 	Title: President
	 	 
	 	STOCKHOLDERS:
	 	 
	 	DAVID HALL
	 	 
	 	/s/ David


 


 


 




    [Signature Page to Support Agreement]


     


    


 


Exhibit A