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”).
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”).
CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 7th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec • California
THIS CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of November 1, 2022, is entered into by and among OUSTER, INC., a Delaware corporation (“Borrower”), SENSE PHOTONICS, INC., a Delaware corporation (“Guarantor”), 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”).
