0001628280-22-028989 Sample Contracts

OUSTER, INC. EMPLOYMENT AGREEMENT
Employment 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”).

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OUSTER, INC. EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec • California

This Employment Agreement (the “Agreement”), entered into effective as of March 1, 2021 (the “Effective Date”), is between Ouster, Inc., a Delaware corporation (the “Company”) and Nathan Dickerman (“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 April 12, 2021 (the date Executive actually commences employment with the Company, the “Commencement Date”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 8th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec • California

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 5, 2022, is entered into by and among OUSTER, INC., a Delaware corporation (the “Borrower”), SENSE PHOTONICS, INC., a Delaware corporation (“Sense Photonics”, and together with each of Borrower’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan Agreement (collectively, “Guarantors” and individually, a “Guarantor”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (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 (in such capacity, the “Agent”).

Re: Amendment of Offer Letter
Offer Letter • November 8th, 2022 • Ouster, Inc. • General industrial machinery & equipment, nec

As you know, you entered into an offer letter agreement with Ouster, Inc. (the “Company”) dated as of August 26, 2020 (the “Offer Letter”). The purpose of this letter (the “Letter Amendment”) is to amend the Offer Letter to modify your Merit Bonus Program and revise the definition of Good Reason.

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