AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION by and among OUSTER INC., a Delaware corporation, SPARROW ACQUISITION SUB., INC., a Delaware corporation, SENSE PHOTONICS, INC., a Delaware corporation, and FORTIS ADVISORS LLC as the Holders’...Merger Agreement • October 5th, 2021 • Ouster, Inc. • General industrial machinery & equipment, nec • California
THIS AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 5, 2021 (the “Agreement Date”), by and among Ouster, Inc, a Delaware corporation (“Acquirer”), Sparrow Acquisition Sub., Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), Sense Photonics, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Converting Securityholders’ agent (the “Holders’ Agent”). Certain other terms used herein are defined in Exhibit A.
