AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of March 11, 2021, is made and entered into by and among Ouster, Inc., a Delaware corporation (the Company) (formerly known as Colonnade Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), Colonnade Sponsor LLC, a Delaware limited liability company (the Sponsor), Colonnade WPB LLC, a Delaware limited liability company (the Sponsor PIPE Purchaser), the members of the Sponsor and the Sponsor PIPE Purchaser identified on the signature pages hereto (such members, the Sponsor Members), certain former stockholders of Ouster Technologies, Inc. (f/k/a Ouster, Inc.), a Delaware corporation (Ouster) identified on the signature pages hereto (such stockholders, the Ouster Holders and, collectively with the Sponsor, the Sponsor Members, the Ouster Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the Holders and each, a Holder).
WHEREAS, the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of August 20, 2020 (the Original RRA);
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of December 21, 2020, (as it may be amended or supplemented from time to time, the Merger Agreement), by and among the Company, Beam Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Ouster;
WHEREAS, on the date hereof, pursuant to the Merger Agreement, the Ouster Holders received shares of common stock, par value $0.0001 per share (the Common Stock), of the Company;
WHEREAS, on the date hereof, certain other investors (such other investors, collectively, the Third Party Investor Stockholders) purchased an aggregate of 8,825,000 shares of Common Stock (the Investor Shares) in a transaction exempt from registration under the Securities Act pursuant to the respective Subscription Agreement, each dated as of December 21, 2020, entered into by and between the Company and each of the Third Party Investor Stockholders (each, a Subscription Agreement and, collectively, the Subscription Agreements);
WHEREAS, pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor is the Holder of at least a majority-in-interest of the Registrable Securities as of the date hereof; and
WHEREAS, the Company and the Sponsor desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.