Block & Leviton LLP Announce Notice of Pendency of Stockholder Class Action and Proposed Settlement for All Holders of Graf Industrial Corp., Common Stock, whether Beneficial or of Record, as of the Effective Time of the Acquisition of Legacy Velodyne Lidar, Inc., by Graf Industrial on September 29, 2020

CHANCERY, Del., Aug. 18, 2025 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS
ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING,
AND RIGHT TO APPEAR

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") has been preliminarily certified as a class action on behalf of the Settlement Class defined above.

YOU ARE ALSO NOTIFIED that (i) Plaintiff Paul Berger, as Trustee for the Paul Berger Revocable Trust ("Plaintiff"), on behalf of himself and the other members of the Settlement Class; and (ii) Defendants James A. Graf, Michael Dee, Kevin Starke, Sabrina McKee, Keith Abell, and Julie Levenson (the "Individual Defendants") and Graf Acquisition LLC ("Graf Acquisition" and, together with the Individual Defendants, "Defendants") (Plaintiff and Defendants, together, the "Parties") have reached a proposed settlement of the Action for $4,750,000.00 in cash (the "Settlement").  The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise, and Release dated June 4, 2025 (the "Stipulation"), a copy of which is available at www.VelodyneSettlement.com.  If approved by the Court, the Settlement will resolve all claims in the Action as against Defendants.

A hearing (the "Settlement Hearing") will be held on October 7, 2025 at 1:30 p.m., before The Honorable Lori W. Will, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff's Counsel have adequately represented the Settlement Class, and whether they should be finally appointed as Class Representative and Class Counsel, respectively, for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to, and in the best interests of, Plaintiff and the other members of the Settlement Class; (iv) determine whether the proposed Final Order and Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any Fee and Expense Award should be paid out of the Settlement Fund, including any Incentive Award to Plaintiff to be paid solely out of the Fee and Expense Award; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff's Counsel's application for a Fee and Expense Award, including Plaintiff's application for an Incentive Award to be paid solely out of the Fee and Expense Award; and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.VelodyneSettlement.com.

If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund.  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at Velodyne Settlement, c/o A.B. Data, Ltd., P.O. Box 170500 or 877-884-1057. A copy of the Notice can also be downloaded from the Settlement website, www.VelodyneSettlement.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.  Under the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares of Graf Industrial common stock held as of the Effective Time of the Merger on September 29, 2020, excluding those shares held by the Excluded Stockholders and Redeeming Stockholders ("Eligible Shares") and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members.  As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff's Counsel's Fee and Expense Application, including Plaintiff's application for an Incentive Award, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's Counsel and Defendants' Counsel such that they are received no later than September 22, 2025, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice.  All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff's Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Velodyne Settlement
c/o A.B. Data, Ltd.
P.O. Box 170500
Milwaukee, WI  53217

Inquiries, other than requests for the Notice, should be made to Plaintiff's Counsel:

Kimberly A. Evans
BLOCK & LEVITON LLP
222 Delaware Avenue, Suite 1120
Wilmington, DE 19801
[email protected]

SOURCE Block & Leviton LLP