EX-10.2





 Exhibit 10.2 

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”). 

RECITALS 
 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. 












 NOW, THEREFORE, in consideration of the representations, covenants and
agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 

DEFINITIONS 
 1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: 

“Additional Holder” shall have the meaning given in Section 5.10. 

“Additional Holder Common Stock” shall have the meaning given in Section 5.10. 

“Adverse Disclosure” shall mean any public disclosure of material non-public
information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any
prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective
or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public. 

“Agreement” shall have the meaning given in the Preamble hereto. 

“Block Trade” shall have the meaning given in Section 2.4.1. 

“Board” shall mean the Board of Directors of the Company. 

“Closing” shall have the meaning given in the Merger Agreement. 

“Closing Date” shall have the meaning given in the Merger Agreement. 

“Commission” shall mean the Securities and Exchange Commission. 

“Common Stock” shall have the meaning given in the Recitals hereto. 

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by
recapitalization, merger, consolidation, spin-off, reorganization or similar transaction. 












 “Competing Registration Rights” shall have the meaning given in
Section 5.7. 
 “Demanding Holder” shall have the meaning given in
Section 2.1.4. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as it may
be amended from time to time. 
 “Form S-1 Shelf” shall have the meaning
given in Section 2.1.1. 
 “Form S-3 Shelf” shall
have the meaning given in Section 2.1.1. 
 “Holder Information” shall have the meaning
given in Section 4.1.2. 
 “Holders” shall have the meaning given in the Preamble hereto,
for so long as such person or entity holds any Registrable Securities. 
 “Insider Letter” means that certain letter
agreement, dated as of August 20, 2020, by and among the Company, the Sponsor and certain of the Company’s current and former officers and directors. 

“Investor Shares” shall have the meaning given in the Recitals hereto. 

“Joinder” shall have the meaning given in Section 5.10. 

“Lock-up Period” shall mean (a) with respect to the Sponsor and its
respective Permitted Transferees, the Lock-up Periods as defined the Insider Letter and (b) with respect to the Ouster Holders and their respective Permitted Transferees, the Lock-up Period as defined in the Bylaws of the Company. 
 “Maximum Number of
Securities” shall have the meaning given in Section 2.1.5. 
 “Merger
Agreement” shall have the meaning given in the Recitals hereto. 
 “Minimum Takedown Threshold” shall
have the meaning given in Section 2.1.4. 
 “Misstatement” shall mean an untrue statement
of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of
the circumstances under which they were made) not misleading. 
 “Original RRA” shall have the meaning given in the
Recitals hereto. 
 “Other Coordinated Offering” shall have the meaning given in
Section 2.4.1. 
 “Ouster” shall have the meaning given in the Preamble hereto. 

“Ouster Holders” shall have the meaning given in the Preamble hereto. 












 “Permitted Transferees” shall mean (a) with respect to the
Sponsor and its respective Permitted Transferees, (i) prior to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to
the expiration of the Lock-up Period pursuant to Section 7(c) of the Insider Letter and (ii) after the expiration of the Lock-up Period,
any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any
transferee thereafter; (b) with respect to the Ouster Holders and their respective Permitted Transferees, (i) prior to the expiration of the Lock-up Period, any person or entity to whom such Holder
is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period pursuant to Section 7.12 of the Bylaws of the Company and (ii) after the
expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder
and/or their respective Permitted Transferees and the Company and any transferee thereafter; and (c) with respect to all other Holders and their respective Permitted Transferees, any person or entity to whom such Holder of Registrable
Securities is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter. 

“Piggyback Registration” shall have the meaning given in Section 2.2.1. 

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all
prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. 

“Registrable Security” shall mean (a) any outstanding shares of Common Stock or any other equity security
(including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder immediately following the Closing (including any securities
distributable pursuant to the Merger Agreement); (b) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any
other equity security) of the Company acquired by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in
Rule 144) of the Company; (c) any Additional Holder Common Stock; and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (a), (b) or
(c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that,
as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B) (i) such securities shall have been otherwise transferred, (ii) new
certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with
no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.













 “Registration” shall mean a registration, including any related
Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective. 
 “Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following: 

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any national securities exchange on which the Common Stock is then listed; 
 (B) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); 

(C) printing, messenger, telephone and delivery expenses; 

(D) reasonable fees and disbursements of counsel for the Company; 

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and 
 (F) in an Underwritten Offering or Other Coordinated Offering, reasonable fees and expenses not to exceed $30,000
in the aggregate for each Registration of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders with the approval of the Company,
which approval shall not be unreasonably withheld. 
 “Registration Statement” shall mean any registration statement
that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and
all exhibits to and all material incorporated by reference in such registration statement. 
 “Securities Act” shall
mean the Securities Act of 1933, as amended from time to time. 
 “Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be. 

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the
Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect). 












 “Shelf Takedown” shall mean an Underwritten Shelf Takedown or any
proposed transfer or sale using a Registration Statement, including a Piggyback Registration. 
 “Sponsor”
shall have the meaning given in the Preamble hereto. 
 “Sponsor Majority Holders” shall mean the Sponsor
Member or Sponsor Members holding in the aggregate a majority of the Registrable Securities then held by all of the Sponsor Members. 

“Sponsor Members” shall have the meaning given in the Preamble hereto. 

“Sponsor PIPE Purchaser” shall have the meaning given in the Preamble hereto. 

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.2.

 “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten
Offering and not as part of such dealer’s market-making activities. 
 “Underwritten Offering” shall mean a
Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public. 

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4. 

“Withdrawal Notice” shall have the meaning given in Section 2.1.6. 

ARTICLE II 

REGISTRATIONS AND OFFERINGS 

2.1 Shelf Registration. 

2.1.1 Filing. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission
a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form
S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case,
covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared
effective as soon as practicable 












 
after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the
Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing,
whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any
method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including
post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert
the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4. 

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while
Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under
the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably
practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf
Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested
by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities
Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act)
if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously
effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any
such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another
appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4. 












 2.1.3 Additional Registrable Securities. Subject to
Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor Majority Holders or an Ouster
Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or
by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided,
however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor Majority Holders and the Ouster Holders. 

2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time
when an effective Shelf is on file with the Commission, the Sponsor Majority Holders or an Ouster Holder (any of the Sponsor Majority Holders or an Ouster Holder being in such case, a “Demanding Holder”) may request to sell
all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to
effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with an anticipated aggregate offering price, net
of underwriting discounts and commissions, of at least $50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall
specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which
shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor Majority Holders may demand
not more than one (1) Underwritten Shelf Takedown and the Ouster Holders may demand not more than three (3) Underwritten Shelf Takedowns, in each case, pursuant to this Section 2.1.4 in any twelve (12) month
period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then
available for such offering. 
 2.1.5 Reduction of Underwritten Offering. If the underwriter in an Underwritten Shelf Takedown advises
the Demanding Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Demanding Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant
hereto, and the number of shares of Registrable Securities that may be included in the underwriting (such maximum number of such securities, the “Maximum Number of Securities”) shall be allocated among all participating
Holders thereof, including the Demanding Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of
Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. 

2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing
such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such
Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the 












 
Sponsor Majority Holders or the Ouster Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable
Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor Majority Holders the Ouster Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall
constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf
Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based
on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor Majority Holders or the Ouster Holders elect to continue an
Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor Majority Holders, the Ouster Holders, as
applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf
Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this
Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6. 

2.2 Piggyback Registration. 

2.2.1 Piggyback Rights. If (but without any obligation to do so) the Company proposes to register (including for this purpose a
registration effected by the Company for holders of capital stock other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely
to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities
which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the
Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case
of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to
include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially
reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the 












 
Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the
Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a
Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering. 

2.2.2 Reduction of Piggyback Registration. If the total amount of securities, including Registrable Securities, requested by holders of
Registrable Securities to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be
required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be
apportioned pro rata among the selling security holders according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions as shall mutually be agreed to by such selling
security holders). For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and
holders of capital stock of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,”
and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals
included in such “selling security holder,” as defined in this sentence. 
 2.2.3 Piggyback Registration Withdrawal. Any
Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw
from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or
prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate
written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this Section 2.2.3. 
 2.2.4 Unlimited Piggyback Registration
Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown
under Section 2.1.4 hereof. 












 2.3 Market Stand-off. In connection with any
Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director or Holder in excess of five percent
(5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the
Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the
managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent.
Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). 

2.4 Block Trades; Other Coordinated Offerings. 

2.4.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from
time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a
“Block Trade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated
Offering”), in each case, with an anticipated aggregate offering price of, either (x) at least $100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs
to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to
facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially
reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation
related to the Block Trade or Other Coordinated Offering. 
 2.4.2 Prior to the filing of the applicable “red herring” prospectus
or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade
or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sale agents or placement agents (if any) of their intention to withdraw from such Block Trade
or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal
under this Section 2.4.2. 
 2.4.3 Notwithstanding anything to the contrary in this Agreement,
Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement. 












 2.4.4 The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the
right to select the Underwriters and any brokers, sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks). 

2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this
Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4 shall not be counted as a demand
for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof. 
 ARTICLE III 

COMPANY PROCEDURES 

3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible: 

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities; 

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to
the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such
Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; 

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and
the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders; 












 3.1.4 prior to any public offering of Registrable Securities, use its commercially
reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to
general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 
 3.1.5 cause all such
Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed; 

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement; 
 3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially
reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 
 3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with
the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to
Section 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

 3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in
Section 3.4; 
 3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or
sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering
or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration
Statement, and cause the Company’s officers, directors and 












 
employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration;
provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information; 
 3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the
event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or
representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as
the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders; 

3.1.12 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales
agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration,
addressed to the participating Holders, the broker, placement agents or sales agent, if any and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the
participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters; 

3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales
agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such
offering or sale; 
 3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any successor rule then in effect); 
 3.1.15 with respect to an Underwritten Offering pursuant to
Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in such Underwritten Offering; and 
 3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may
reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration. 












 Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to
an Underwriter or broker, sales agent or placement agent if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an
Underwriter or broker, sales agent or placement agent, as applicable. 
 3.2 Registration Expenses. The Registration Expenses of all
Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts,
brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all fees and expenses of any legal counsel representing the Holders. 

3.3 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary,
if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the
advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales,
distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other
agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this
Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration. 

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights. 

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such
supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. 

3.4.2 If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would
(a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (b) in the
good faith judgment of the Board such Registration, be seriously detrimental to the Company and its holders of capital stock and it is therefore essential to defer such filing, initial effectiveness or continued use at such time, the Company shall
have the right, upon giving prompt written notice 












 
of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension) , delay the filing or initial effectiveness of, or suspend use of,
such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree
to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from
the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. 

3.4.3 During the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of the filing
of, and ending on a date ninety (90) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the
applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of
underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4 for not more
than ninety (90) consecutive calendar days or more than one hundred twenty (120) total calendar days in each case during any twelve (12)-month period. 

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a
reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a)
or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering,
Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements. 
 ARTICLE IV 

INDEMNIFICATION AND CONTRIBUTION 

4.1 Indemnification. 

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and
agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket
expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in 












 
or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for
use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect
to the indemnification of the Holder. 
 4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is
participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the
“Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against
all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or
alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so
furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability
of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities
shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the
Company. 
 4.1.3 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party
of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially
prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of













 
money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of
such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also
agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in
lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and
out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other
relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or
indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this
Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person
or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty
of such fraudulent misrepresentation. 












 ARTICLE V 

MISCELLANEOUS 
 5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the
manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand
delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: Ouster Inc., 350 Treat Avenue, San Francisco, CA 94110, Attention: Legal Department, Email: myra.pasek@ouster.io, and, if to any Holder, at such Holder’s address, electronic mail
address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become
effective thirty (30) days after delivery of such notice as provided in this Section 5.1. 
 5.2
Assignment; No Third Party Beneficiaries. 
 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may
not be assigned or delegated by the Company in whole or in part. 
 5.2.2 Subject to Section 5.2.4 and
Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees; provided, that, with respect to the Ouster
Holders and the Sponsor and the Sponsor Members, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (x) each of the Ouster Holders shall be permitted to transfer its rights
hereunder as the Ouster Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Ouster Holder (it being understood that no such transfer shall reduce any rights of such Ouster Holder or such
transferees) and (y) the Sponsor and the Sponsor Members shall be permitted to transfer their respective rights hereunder as the Sponsor and Sponsor Members to one or more of their respective affiliates or any direct or indirect partners,
members or equity holders of the Sponsor or the Sponsor Members (it being understood that no such transfer shall reduce any rights of the Sponsor or the Sponsor Members or such transferees). 

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees. 
 5.2.4 This Agreement shall not confer any rights or
benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2. 

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to
the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this
Section 5.2 shall be null and void. 












 5.3 Counterparts. This Agreement may be executed in multiple counterparts (including
facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. 

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE EXCLUSIVELY IN THE SUPREME COURT OF THE STATE
OF NEW YORK, NEW YORK COUNTY, AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. 

5.5 TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 

5.6 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total
Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that
notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor Majority Holders so long as the Sponsor and the Sponsor Members and their respective affiliates hold, in the aggregate, at
least five percent (5%) of the outstanding shares of Common Stock of the Company; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Ouster Holder
so long as such Ouster Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that
adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected.
No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or
remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.













 5.7 Other Registration Rights. Other than (i) the Third Party Investor
Stockholders who have registration rights with respect to their Investor Shares pursuant to their respective Subscription Agreements and (ii) as provided in the Warrant Agreement, dated as of August 20, 2020, between the Company and
Continental Stock Transfer & Trust Company, the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale
or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity. For so long as (a) the Sponsor and the Sponsor
Members and their respective affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock
(or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder (such rights “Competing Registration
Rights”) without the prior written consent of the Sponsor Majority Holders, and (b) an Ouster Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company,
the Company hereby agrees and covenants that it will not grant Competing Registration Rights without the prior written consent of such Ouster Holder. Further, the Company represents and warrants that this Agreement supersedes any other registration
rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. 

5.8 Term. This Agreement shall terminate on the earlier of (a) the fifth anniversary of the date of this Agreement or (b) with
respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination. 

5.9 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder. 
 5.10 Additional Holders; Joinder. In
addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject to the prior written consent of each of the Sponsor Majority Holders and each Ouster Holder (in each case, so long as such
Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the
date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A
attached hereto (a “Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such
Additional Holder, the Common Stock of the Company then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent provided
herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common Stock. 

5.11 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid,
prohibited 












 
or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or
enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

 5.12 Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect. 

[SIGNATURE PAGES FOLLOW] 












 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date
first written above. 
  

					
	COMPANY:
	
	Ouster, Inc.
	a Delaware corporation
		
	By:	 	 /s/ Remy W. Trafelet

		 	Name:	 	Remy W. Trafelet
		 	Title:	 	Chief Executive Officer and Director
	
	HOLDERS:
	
	Colonnade Sponsor LLC
	a Delaware limited liability company
		
	By:	 	 /s/ Joseph S. Sambuco

		 	Name:	 	Joseph S. Sambuco
		 	Title:	 	Manager
	
	Colonnade WPB LLC
	a Delaware limited liability company
		
	By:	 	 /s/ Joseph S. Sambuco

		 	Name:	 	Joseph S. Sambuco
		 	Title:	 	Manager
	
	 /s/ Joseph S. Sambuco 

	Joseph S. Sambuco
	
	 /s/ Remy W. Trafelet

	Remy Trafelet
	
	 /s/ James C. Flores

	James C. Flores


 [Signature Page to Amended and Restated Registration Rights Agreement] 












 
					
	 /s/ Manny de Zarraga

	Manny de Zarraga
	
	 /s/ Chris Glinski

	Chris Glinski
	
	 /s/ Emil W. Henry

	Emil W. Henry
	
	The Joseph S. Sambuco 2012 Family Trust
		
	By:	 	 /s/ Joseph S. Sambuco

		 	Name:	 	Joseph S. Sambuco
		 	Title:	 	Manager
	
	Tanpoint (US) Private Limited
		
	By:	 	 /s/Robert Tan

		 	Name:	 	Robert Tan
		 	Title:	 	
	
	Beacon Hill Private Limited
		
	By:	 	 /s/ Kien Haw Wong

		 	Name:	 	Kien Haw Wong
		 	Title:	 	Director
	
	 /s/ Angus Pacala

	Angus Pacala
	
	 /s/ Mark Fritchl

	Mark Frichtl


 [Signature Page to Amended and Restated Registration Rights Agreement] 












 
					
	TAO INVEST II LLC
		
	By:	 	 /s/ Nick Pritzker

		 	Name:	 	Nick Pritzker
		 	Title:	 	Partner


  

			
	SHARING LLC OUSTER PS
		
	By:	 	 /s/ Jacob Goldfield

	Name: Jacob Goldfield
	Title: Manager
	
	SHARING LLC OUSTER 2 PS
		
	By:	 	 /s/ Jacob Goldfield

	Name: Jacob Goldfield
	Title: Manager
	
	SHARING LLC OUSTER 3 PS
		
	By:	 	 /s/ Jacob Goldfield

	Name: Jacob Goldfield
	Title: Manager
	
	OIG OUSTER IV, LLC
		
	By:	 	 /s/ Kyle M. Veenstra

	Name: Kyle M. Veenstra
	Title: Partner/Manager
	
	COX INVESTMENT HOLDINGS, INC.
		
	By:	 	 /s/ Dallas Clement

	Name: Dallas Clement
	Title: General Partner


 [Signature Page to Amended and Restated Registration Rights Agreement] 












 
			
	BANYAN VENTURE HOLDINGS LLC
		
	By:	 	 /s/ Krishna Kantheti

	Name: Krishna Kantheti
	Title: Manager
	
	CARTHONA CAPITAL FS PTY LTD ACN 600 937 933 AS TRUSTEE FOR THE CARTHONA OUSTER NO.2 TRUST (ABN 17 818 905 922)
		
	By:	 	 /s/ James Synge

	Name: James Synge
	Title: Director
	
	CARTHONA CAPITAL FS PTY LTD ATF CARTHONA OUSTER TRUST (ABN 12 364 567 438)
		
	By:	 	 /s/ James Synge

	Name: James Synge
	Title: Director


  
 [Signature Page to Amended and
Restated Registration Rights Agreement] 












 
			
	CCVF1 (HP) SERVICES PTY LTD (ACN 620 088 459) IN ITS CAPACITY AS THE TRUSTEE FOR THE CARTHONA CAPITAL VENTURE FUND (HP) NO. 1 (ABN 93 305 716 604) PART A
		
	By:	 	 /s/ James Synge

	Name: James Synge
	Title: Director
	
	CCVF1 (HP) SERVICES PTY LTD (ACN 620 088 459) IN ITS CAPACITY AS THE TRUSTEE FOR THE CARTHONA CAPITAL VENTURE FUND (HP) NO. 1 (ABN 93 305 716 604) PART B
		
	By:	 	 /s/ James Synge

	Name: James Synge
	Title: Director
	
	CCVF1 (HP) SERVICES PTY LTD (ACN 620 088 459) IN ITS CAPACITY AS THE TRUSTEE FOR THE CARTHONA CAPITAL VENTURE FUND (HP) NO. 1 (ABN 93 305 716 604) PART C
		
	By:	 	 /s/ James Synge

	Name: James Synge
	Title: Director
	
	CCVF1 (HP) SERVICES PTY LTD (ACN 620 088 459) IN ITS CAPACITY AS THE TRUSTEE FOR THE CARTHONA CAPITAL VENTURE FUND (HP) NO. 1 (ABN 93 305 716 604)
		
	By:	 	 /s/ James Synge

	Name: James Synge
	Title: Director


 [Signature Page to Amended and Restated Registration Rights Agreement] 












 
			
	CCVF2 (HP) SERVICES PTY LTD ACN 637 907 414 AS TRUSTEE FOR THE CARTHONA CAPITAL VENTURE FUND (HP) NO. 2 ABN 11 878 913 827
		
	By:	 	 /s/ James Synge

	Name: James Synge
	Title: Director
	
	OUSTER INVESTMENTS LLC
		
	By:	 	 /s/ Zachary Frankel

	Name: Zachary Frankel
	Title:


 [Signature Page to Amended and Restated Registration Rights Agreement] 












 Exhibit A 

REGISTRATION RIGHTS AGREEMENT JOINDER 

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated
Registration Rights Agreement, dated as of [•], 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among [______], a Delaware corporation (the “Company”), and the
other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement. 

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof,
the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration
Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein; provided, however, that the undersigned and its
permitted assigns (if any) shall not have any rights as Holders, and the undersigned’s (and its transferees’) shares of Common Stock shall not be included as Registrable Securities, for purposes of the Excluded Sections. 

For purposes of this Joinder, “Excluded Sections” shall mean [     ]. 

Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__. 

 

	
	  

	Signature of Stockholder
	  

	Print Name of Stockholder
	Its:
	
	Address:                                     
                                         
      
	  

	  



 Agreed and Accepted as of 

			
	____________, 20__
	[________]
		
	By:	 	
                     
        

	Name:
	Its: