WAIVER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.7(d)

WAIVER AND FOURTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This WAIVER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 23, 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”).

RECITALS

A. Borrowers, Agent and Lenders are parties to that certain Loan and Security Agreement, dated November 27, 2018, as amended by that certain First Amendment to Loan and Security Agreement, dated as of March 28, 2019, that certain Second Amendment to Loan and Security Agreement, dated as of August 5, 2019, and that certain Third Amendment to Loan and Security Agreement, dated as of April 3, 2020 (as further amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”).

B. The parties desire to amend the Agreement in accordance with this Amendment.

1. AMENDMENTS

1.1 The defined term “Permitted Investments” set forth in Exhibit A to the Agreement is hereby amended by amending and restating clause (d)(iii) of such defined term in its entirety to read as follows: “(iii) Investments by Loan Parties in Subsidiaries which are not Loan Parties in an aggregate amount per fiscal year not to exceed Two Million Dollars ($2,000,000),”

1.2 Section 7.6 of the Agreement is hereby amended by adding the following at the end of such section: “Borrowers shall not permit the aggregate cash balance of all Subsidiaries that are not Loan Parties to exceed $1,000,000 (or US Dollar equivalent in applicable foreign currency), at any time.”

1.3 Exhibit D to the Agreement is hereby amended and restated to read as set forth on Exhibit D attached hereto.

2. WAIVER. Agent and Required Lenders hereby waive the existing Events of Default arising due to a breach of Section 7.7 of the Agreement resulting from Investments in Subsidiaries that are not Loan Parties in excess of amounts permitted by clause (d) of the defined term “Permitted Investments” for the months of August, September and October 2020. Such waiver is limited to the specific circumstances of the foregoing Events of Default, and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, (b) create a course of dealing with respect to Events of Default other than the foregoing Events of Default, or (c) otherwise prejudice any right or remedy which Agent or any Lender may now have or may have in the future under or in connection with any Loan Document. Agent and Lenders shall be entitled to demand strict compliance with the terms of the Loan Documents, as the same are amended by this Amendment.

3. REPRESENTATIONS AND WARRANTIES

3.1 Borrowers represent and warrant that

(a) the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment, and, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing;

(b) each Borrower has the power and authority to execute and deliver this Amendment and perform its obligations under the Agreement, as amended by this Amendment;

(c) the execution and delivery by each Borrower of its obligations under the Agreement, as amended by this Amendment, have been duly authorized by all requisite action;

(d) the execution and delivery by each Borrower of this Amendment and the performance by each Borrower of its obligations under the Agreement, as amended by this Amendment, do not and will not contravene (a) any material Requirement of Law, (b) any material contractual restriction in any material agreement with a Person binding on such Borrower, (c) any order, judgment or decree of any Governmental Authority binding on such Borrower, or (d) the Operating Documents of such Borrower;

(e) the execution and delivery by each Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority, except as already has been obtained or made; and

(f) this Amendment has been duly executed and delivered by each Borrower and is the binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

4. CONDITIONS TO EFFECTIVENESS

The effectiveness of this Amendment is subject to the following conditions precedent:

4.1 Agent shall have received this Amendment, duly executed by Borrowers;

4.2 Borrowers shall have paid an amendment fee of $15,000 and any Lender Expenses due and payable as of the date hereof, which Borrowers hereby authorize may be debited by Agent, on behalf of Lender, in accordance with Section 2.5 of the Agreement.

5. GENERAL PROVISIONS

5.1 Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement and this Amendment shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Agent under the Agreement, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of the Loan Documents entered into in connection with the Agreement.

5.2 This Amendment and the Loan Documents represent the entire agreement with respect to this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

5.3 This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

5.4 This Amendment shall constitute a Loan Document. Accordingly, the provisions of Section 11 of the Agreement shall likewise apply to this Amendment.

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[SIGNATURE PAGE TO THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date set forth above.

BORROWER:
OUSTER, INC.
By		/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer

[SIGNATURE PAGE TO THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT]

AGENT:
RUNWAY GROWTH CREDIT FUND INC.
By		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
LENDER
RUNWAY GROWTH CREDIT FUND INC.
By		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Executive Officer

BORROWER REPRESENTATIVE:

OUSTER, INC.

By:

Name:

Title: