Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”) announced today that it has completed the acquisition of Sense Photonics (“Sense”) and formally establishes Ouster Automotive, a new functional division of the Company focusing on driving mass-market adoption of digital lidar in consumer and commercial vehicles. Under the terms of the agreement, Ouster acquired 100% of Sense and all of its property for approximately 10 million shares of Ouster common stock, inclusive of 0.8 million shares underlying assumed options, after closing adjustments.

Through the acquisition, Ouster expects to:

• Accelerate Ouster’s solid-state digital lidar product roadmap by more than 12 months;
• Deliver on a flagship development deal with a major global automotive OEM;
• Advance negotiations with automotive OEMs for five series production programs, collectively worth over $1 billion in potential revenue; and
• Expand the breadth of its IP portfolio through the acquisition of Sense’s over 100 pending patent applications and exclusive license to over 250 patents.

Sense CEO Shauna McIntyre joins the Company as the President of Ouster Automotive, bringing 25 years of experience serving automotive OEMs to the team. She is accompanied by nearly all of Sense’s approximately 80 global employees who will continue to support the solid-state product roadmap and advance commercial negotiations with global automakers.

“Ouster Automotive has the industry expertise, ability to execute, and resources to be a leading partner with automotive OEMs and Tier Ones alike,” said Ouster Automotive President Shauna McIntyre. “With the combination of our two companies, we are well-equipped to deliver on our existing automotive wins and future high-volume series production programs.”

“Solid-state digital lidar is the holy grail of automotive autonomy, and we believe Ouster is the only lidar company prepared to bring it to the mass market,” said Ouster CEO Angus Pacala. “We have both the talent and the technology to be a market leader across all of our industries for years to come, and I welcome Shauna and her exceptional team to Ouster.”

About Ouster

Ouster (NYSE: OUST) is a leading provider of high-resolution digital lidar sensors for the industrial, automotive, smart infrastructure, and robotics industries. Ouster products offer an excellent combination of price and performance and are built to a set of requirements that are flexible enough to span hundreds of use cases and enable revolutionary autonomy across industries. Ouster has approximately 600 customers in over 50 countries with offices in the Americas, Europe, Asia-Pacific and the Middle East. For more information, visit www.ouster.com, or connect with us on Twitter or LinkedIn.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding Ouster’s strategy and market positioning. Forward-looking statements give Ouster’s current expectations and projections relating to the benefits of the Sense acquisition, competitive position, future results of operations, plans, objectives, future orders and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: risks that the Sense business will not be in integrated successfully; failure to realize the synergies or benefits of the Sense acquisition; Ouster’s limited operating history and history of losses; the negotiating power and product standards of its customers; fluctuations in its operating results; cancellation or postponement of contracts or unsuccessful implementations; the adoption of its products and the growth of the lidar market generally; its ability to grow its sales and marketing organization; substantial research and development costs needed to develop and commercialize new products; the competitive environment in which it operates; selection of its products for inclusion in target markets; its future capital needs; its ability to use tax attributes; its dependence on key third party suppliers, in particular Benchmark Electronics, Inc., and manufacturers; ability to maintain inventory and the risk of inventory write-downs; inaccurate forecasts of market growth; its ability to manage growth; the creditworthiness of customers; risks related to acquisitions; risks related to international operations; risks of product delivery problems or defects; costs associated with product warranties; its ability to maintain competitive average selling prices or high sales volumes or reduce product costs; conditions in its customers industries; its ability to recruit and retain key personnel; its use of professional employer organizations; its ability to adequately protect and enforce its intellectual property rights; its ability to effectively respond to evolving regulations and standards; risks related to operating as a public company; risks related to the COVID-19 pandemic; and other important factors discussed in the Company’s final prospectus dated August 19, 2021, and in other reports the Company files with or furnishes to the Securities and Exchange Commission. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this press release. While Ouster may elect to update such forward-looking statements at some point in the future, other than as required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change.