Shauna McIntyre - 22 Oct 2021 Form 4 Insider Report for Ouster, Inc. (OUST)

Footnote F1

Pursuant to the Agreement and Plan of Merger and Plan of Reorganization, dated as of October 5, 2021 (the "Merger Agreement"), each share of common stock of Sense Photonics Inc. ("Sense") owned by the Reporting Person at the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time") was automatically converted into of the Issuer's common stock in accordance with an exchange rate provided in the Merger Agreement (the "Exchange Multiplier").

Footnote F2

Includes an award of 380,286 restricted stock units ("RSUs") representing a contingent right to receive one share of common stock upon vesting that will vest as to 1/8th of the total number of RSUs underlying the award on March 11, 2022 and the remaining RSUs will vest as to 1/16th of the total number of RSUs on each quarterly anniversary of March 11, 2022. Also includes an award of 174,016 RSUs that will vest as to 1/16th of the total number of RSUs underlying the award on March 11, 2023 and the remaining RSUs will vest as to 1/16th of the total number of RSUs on each quarterly anniversary of March 11, 2023.

Footnote F3

208,209 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments.

Footnote F4

Pursuant to the Merger Agreement, each option to purchase Sense common stock (a "Sense Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of common stock of the Issuer (an "Issuer Option") equal to the product of (i) the number of shares subject to such Sense Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Multiplier, rounded down to the nearest whole number of shares of the Issuer's common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Sense Option by the Exchange Multiplier, rounded up to the nearest whole cent.

Footnote F5

42,798 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments.

Footnote F6

18,129 shares underlying this option are fully vested and exercisable and the remaining shares underlying this option will vest in substantially equal monthly installments.