0001628280-22-004256 Sample Contracts

INDEMNIFICATION AND ADVANCEMENT AGREEMENT
Indemnification 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.

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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.

THIRD AMENDMENT TO LEASE
Lease • February 28th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec

This is the Third Amendment (“Third Amendment”) to that certain NNN Lease dated September 1, 2017 (previously erroneously stated in the First and Second Amendments to have been executed on August 7, 2017) as amended by the First Amendment thereto dated January 21, 2018 and the Second Amendment thereto dated March 27, 2018 (as amended, the “Lease”) made and entered into by and between OUSTER, INC., a Delaware corporation (“Tenant”), and SIC-350 TREAT, LLC, a Delaware limited liability company ("Landlord").

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