REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2020, is made and entered into by and among Colonnade Acquisition Corp., a Cayman Islands exempted company (the “Company”), Colonnade Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
Underwriting Agreement between Colonnade Acquisition Corp. and BTIG, LLC Dated August 20, 2020 (the “Agreement”) COLONNADE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
The undersigned, Colonnade Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 25th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 20, 2020 by and between Colonnade Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 25th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 20, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Colonnade Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Colonnade Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • August 25th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 20, 2020, is by and between Colonnade Acquisition Corp., a Cayman Islands exempted company (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”).
OUSTER, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementOuster, Inc. • May 2nd, 2022 • General industrial machinery & equipment, nec • New York
Colonnade Acquisition Corp. c/o 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401Letter Agreement • August 25th, 2020 • Colonnade Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Colonnade Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, 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 up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Un
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 28th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of _______________ by and between Ouster, Inc., a Delaware corporation (the “Company”), and _______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Colonnade Acquisition Corp. West Palm Beach, FL 33401Colonnade Acquisition Corp. • August 4th, 2020 • Blank checks • New York
Colonnade Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Colonnade Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • April 2nd, 2021 • Ouster, Inc. • General industrial machinery & equipment, nec • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2020, by and between Colonnade Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Ouster, Inc.) (the “Company”), and the undersigned subscriber (“Subscriber”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2021 • Colonnade Acquisition Corp. • General industrial machinery & equipment, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made as of _______________ by and between Ouster, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 4th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Colonnade Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among COLONNADE ACQUISITION CORP., BEAM MERGER SUB, INC., and OUSTER, INC. dated as of December 21, 2020Agreement and Plan of Merger • December 22nd, 2020 • Colonnade Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of December 21, 2020 (this “Agreement”), is made and entered into by and among Colonnade Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Beam Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Ouster, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • Colonnade Acquisition Corp. • General industrial machinery & equipment, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2021, is made and entered into by and among Ouster, Inc., a Delaware corporation (the “Company”) (formerly known as Colonnade Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), Colonnade Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Colonnade WPB LLC, a Delaware limited liability company (the “Sponsor PIPE Purchaser”), the members of the Sponsor and the Sponsor PIPE Purchaser identified on the signature pages hereto (such members, the “Sponsor Members”), certain former stockholders of Ouster Technologies, Inc. (f/k/a Ouster, Inc.), a Delaware corporation (“Ouster”) identified on the signature pages hereto (such stockholders, the “Ouster Holders” and, collectively with the Sponsor, the Sponsor Members, the Ouster Holders, and any person or entity who hereafter becomes a party to this Agreement pu
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 27, 2018 (the “Closing Date”) is entered into among OUSTER, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH CREDIT FUND INC., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 7th, 2022 • Ouster, 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”).
OUSTER, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec • California
This Employment Agreement (the “Agreement”), entered into effective as of November 16, 2021 (the “Effective Date”), is between Ouster, Inc., a Delaware corporation (the “Company”) and Adam Dolinko (“Executive” and, together with the Company, the “Parties”). This Agreement shall constitute a valid and binding agreement between the Parties effective as of the Effective Date, but the operative provisions hereof shall not become effective until the date Executive commences employment with the Company, which is currently anticipated to be November 29, 2021 (the date Executive actually commences employment with the Company, the “Commencement Date”).
OUSTER, INC. AMENDED AND RESTATED 2015 STOCK PLAN STOCK OPTION AGREEMENTExercise Agreement • April 2nd, 2021 • Ouster, Inc. • General industrial machinery & equipment, nec • California
Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other incentive stock options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of USD$100,000, the Shares in excess of USD$100,000 shall be treated as subject to a nonstatutory stock option, in accordance with Section 5(c) of the Plan.
COLONNADE ACQUISITION CORP. West Palm Beach, FL 33401Letter Agreement • August 25th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Colonnade Acquisition Corp. (the “Company”) and Colonnade Sponsor LLC (the “Sponsor”), 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”):
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 24th, 2023 • Ouster, Inc. • General industrial machinery & equipment, nec • California
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2023, is entered into by and among OUSTER, INC., a Delaware corporation (“Borrower”), the guarantors party hereto (the “Guarantors”), the several banks and other financial institutions or entities party hereto (each a “Lender” and, collectively, “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (together with its successors and assigns, in such capacity, the “Agent”).
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, 2022Agreement and Plan of Merger • November 7th, 2022 • Ouster, 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”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2020 • Colonnade Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 28, 2019, by and among OUSTER, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH CREDIT FUND INC., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
SIXTH AMENDMENT TO LEASELease • January 28th, 2021 • Colonnade Acquisition Corp. • General industrial machinery & equipment, nec
This is the Sixth Amendment (“Sixth Amendment”) to that certain Lease dated September 5, 2017 as amended by the First Amendment thereto dated January 21, 2018, the Second Amendment thereto dated March 27, 2018, the Third Amendment thereto dated August 14, 2018, the Fourth Amendment thereto dated April 4, 2019, and the Fifth Amendment thereto dated July 21, 2019 (the “Lease”) made and entered into by and between OUSTER, INC., a Delaware corporation (“Tenant”) and MISSION CREATIVE OWNERSHIP, LLC, a Delaware limited liability company (“Landlord”).
SUPPORT AGREEMENTSupport Agreement • December 22nd, 2020 • Colonnade Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of December 21, 2020, is entered into by and among Colonnade Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Merger (as defined herein) and in connection therewith change its name to Ouster, Inc.) (“Acquiror”), Ouster, Inc., a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
San Francisco, California 94111-6538 Tel: +1.415.391.0600 Fax: +1.415.395.8095Merger Agreement • November 23rd, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec
We have acted as special tax counsel to Ouster, Inc., a Delaware corporation (“Ouster”), in connection with the Agreement and Plan of Merger, dated as of November 4, 2022 (the “Merger Agreement”), by and among 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 Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”). This opinion is being delivered in connection with the registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2022 (the “Registration Statement”), including the joint proxy statement/prospectus forming a part thereof (the “Joint Proxy Statement/Prospectus”), relating to the transactions contemplated by the Merger Agreement. Capitalized terms not
LEASE 2741 16th STREET SAN FRANCISCO, CALIFORNIA LANDLORD MISSION CREATIVE OWNERSHIP, LLC, a Delaware limited liability company TENANT OUSTER, INC., a Delaware corporation Dated for reference purposes as of: September 5, 2017Lease • January 28th, 2021 • Colonnade Acquisition Corp. • General industrial machinery & equipment, nec • California
This lease (“Lease”) is made and entered into in San Francisco, California on September 5, 2017 by and between MISSION CREATIVE OWNERSHIP, LLC, a Delaware limited liability company (“Landlord”) and OUSTER, INC., a Delaware corporation (“Tenant”).
SENSE PHOTONICS, INC.Equity Incentive Plan Option Agreement • February 28th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Sense Photonics, Inc. (the “Company”) has granted you an option under its 2017 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
Manufacturing Services AgreementServices Agreement • December 22nd, 2020 • Colonnade Acquisition Corp. • Blank checks • Arizona
This Manufacturing Services Agreement (this “Agreement”) is entered into as of March 5, 2018 (the “Effective Date”) by and between Ouster, Inc., a Delaware corporation with offices at 268 Clara St., San Francisco CA 94107 (“Ouster”) and Benchmark Electronics, Inc. with offices at 4141 N. Scottsdale Rd, Scottsdale, Arizona 85251 (“Supplier”).
THIRD AMENDMENT TO LEASELease • January 28th, 2021 • Colonnade Acquisition Corp. • General industrial machinery & equipment, nec
This is the Third Amendment (“Third Amendment”) to that certain Lease dated September 5, 2017 as amended by the First Amendment thereto dated January 21, 2018 and the Second Amendment thereto dated March 27, 2018 (the “Lease”) made and entered into by and between OUSTER, INC., a Delaware corporation (“Tenant”) and MISSION CREATIVE OWNERSHIP, LLC, a Delaware limited liability company (“Landlord’’).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2020 • Colonnade Acquisition Corp. • Blank checks
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 3, 2020, by and among OUSTER, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH CREDIT FUND INC., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
OUSTER, INC. AMENDED AND RESTATED 2015 STOCK PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 2nd, 2021 • Ouster, Inc. • General industrial machinery & equipment, nec • California
OUSTER, INC. PROMISSORY NOTEColonnade Acquisition Corp. • January 28th, 2021 • General industrial machinery & equipment, nec • New York
Effective as of the date set forth above (the “Effective Date”), Ouster, Inc., a Delaware corporation (the “Company”), for value received, promises to pay to each holder signatory hereto or its registered assigns (each a “Holder”), the sum of such Holder’s Commitment, plus interest thereon from the Effective Date of this Promissory Note (this “Note”) until paid at an annual interest rate, calculated on the basis of a 360 day year, equal to the lesser of (i) the Applicable Rate (as defined below) and (ii) the highest rate permitted by applicable law. Subject to the terms herein, the entire outstanding principal hereof and all accrued but unpaid interest thereon (the “Loans”) shall be payable in full on July 27, 2021 (the “Maturity Date”).
COLONNADE ACQUISITION CORP. West Palm Beach, FL 33401Letter Agreement • August 4th, 2020 • Colonnade Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Colonnade Acquisition Corp. (the “Company”) and Colonnade Sponsor LLC (the “Sponsor”), 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”):
FIRST AMENDMENT TO LEASELease • January 28th, 2021 • Colonnade Acquisition Corp. • General industrial machinery & equipment, nec
This is the First Amendment (“First Amendment”) to that certain Lease dated September 5, 2017 (the “Lease”) made and entered into by and between OUSTER, INC., a Delaware corporation (“Tenant”) and MISSION CREATIVE OWNERSHIP, LLC, a Delaware limited liability company (“Landlord”).
SUBORDINATION AGREEMENTSubordination Agreement • January 28th, 2021 • Colonnade Acquisition Corp. • General industrial machinery & equipment, nec • New York
THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Agreement”) is made as of January 27, 2021 by and among the undersigned creditors, on a several and not joint basis, solely in their role as holders of Subordinated Debt and not in their capacities as holders of equity interests in Borrower (collectively, “Creditors”, and each, a “Creditor”), and RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation, as collateral agent for the Lenders (as defined below) (in such capacity, “Agent”).
