OUSTER : Financial Statements and Exhibits (form 8-K/A)

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited financial statements of Old Ouster as of and for the years ended December 31, 2020 and 2019 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of CLA and Old Ouster as of and for the year ended December 31, 2020 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

(d) Exhibits.



Exhibit
  No.                                     Description

 2.1+          Agreement and Plan of Merger, dated as of December  21, 2020, by and
             among the Registrant, Beam Merger Sub, Inc. and Ouster, Inc.
             (incorporated by reference to Exhibit 2.1 to the Registration
             Statement on Form  S-4 (File No. 333-251611) filed on February 10,
             2021).

 3.1           Certificate of Incorporation of Ouster, Inc. (incorporated by
             reference to Exhibit 3.1 to the Registration Statement on Form S-4
             (File No. 333-251611) filed on March 10, 2021).

 3.2           Bylaws of Ouster, Inc. (incorporated by reference to Exhibit  3.2 to
             the Registration Statement on Form S-4 (File No. 333-251611) filed on
             March 10, 2021).

 4.1           Warrant Agreement, dated August 20, 2020, between Colonnade
             Acquisition Corp. and Continental Stock Transfer  & Trust Company
             (incorporated by reference to Exhibit 4.1 to the Current Report on
             Form 8-K filed on August 25, 2020).

 4.3           Specimen Warrant Certificate of the Registrant (incorporated by
             reference to Exhibit  4.3 to the Registrant's Registration Statement
             on Form S-1 (File No. 333-240378), filed on August 4, 2020).

10.1+          Form of Indemnification Agreement (incorporated by reference to
             Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File
             No. 001-39463), filed on March 15, 2021).

10.2           Amended and Restated Registration Rights Agreement, by and among
             Ouster, Inc. and the holders party thereto (incorporated by reference
             to Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File
             No. 001-39463), filed on March 15, 2021).

10.3+          2021 Incentive Award Plan (incorporated by reference to Exhibit 10.3
             to the Registrant's Current Report on Form 8-K (File No. 001-39463),
             filed on March 15, 2021).

10.3(a)+       Form of Stock Option Agreement under the Ouster, Inc. 2021 Incentive
             Award Plan (incorporated by reference to Exhibit  10.5(a) to the
             Registration Statement on Form S-4 (File No. 333-251611) filed on
             December 22, 2020).

10.3(b)+       Form of Restricted Stock Unit Agreement under the Ouster, Inc. 2021
             Incentive Award Plan (incorporated by reference to Exhibit  10.3(b)+
             to the Registrant's Current Report on Form 8-K (File No. 001-39463),
             filed on March 15, 2021).

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10.4#          Manufacturing Services Agreement, dated as of March  5, 2018, by and
             between Ouster, Inc. and Benchmark Electronics, Inc. (incorporated by
             reference to Exhibit 10.6 to the Registration Statement on Form  S-4
             (File No. 333-251611) filed on December 22, 2020).

10.5#          Loan and Security Agreement, dated as of November  27, 2018, by and
             among Ouster, Inc., Runway Growth Credit Fund Inc., and the other
             parties thereto (incorporated by reference to Exhibit 10.7 to the
             Registration Statement on Form S-4 (File No. 333-251611) filed on
             December 22, 2020).

10.5(a)#       First Amendment to Loan and Security Agreement, dated as of March
             28, 2019, by and among Ouster, Inc., Runway Growth Credit Fund Inc.,
             and the other parties thereto (incorporated by reference to
             Exhibit 10.7(a) to the Registration Statement on Form S-4 (File
             No. 333-251611) filed on December 22, 2020).

10.5(b)        Second Amendment to Loan and Security Agreement, dated as of August
             5, 2019, by and among Ouster, Inc., Runway Growth Credit Fund Inc.,
             and the other parties thereto (incorporated by reference to
             Exhibit 10.7(b) to the Registration Statement on Form S-4 (File
             No. 333-251611) filed on December 22, 2020).

10.5(c)        Third Amendment to Loan and Security Agreement, dated as of April
             3, 2020, by and among Ouster, Inc., Runway Growth Credit Fund Inc.,
             and the other parties thereto (incorporated by reference to
             Exhibit 10.7(c) to the Registration Statement on Form S-4 (File
             No. 333-251611) filed on December 22, 2020).

10.5(d)        Fourth Amendment to Loan and Security Agreement, dated as of
             November  23, 2020, by and among Ouster, Inc., Runway Growth Credit
             Fund Inc., and the other parties thereto (incorporated by reference to
             Exhibit 10.7(d) to the Registration Statement on Form S-4 (File
             No. 333-251611) filed on December 22, 2020).

10.6           Lease, dated September  5, 2017, by and between Ouster, Inc. and
             Mission Creative Ownership, LLC (incorporated by reference to
             Exhibit 10.13 to the Registration Statement on Form  S-4 (File
             No. 333-251611) filed on January 27, 2021).

10.6(a)        First Amendment to Lease, dated January  21, 2018, by and between
             Ouster, Inc. and Mission Creative Ownership, LLC (incorporated by
             reference to Exhibit 10.13(a) to the Registration Statement on Form
             S-4 (File No. 333-251611) filed on January 27, 2021).

10.6(b)        Second Amendment to Lease, dated March  27, 2018, by and between
             Ouster, Inc. and Mission Creative Ownership, LLC (incorporated by
             reference to Exhibit 10.13(b) to the Registration Statement on Form
             S-4 (File No. 333-251611) filed on January 27, 2021).

10.6(c)        Third Amendment to Lease, dated August  14, 2018, by and between
             Ouster, Inc. and Mission Creative Ownership, LLC (incorporated by
             reference to Exhibit 10.13(c) to the Registration Statement on Form
             S-4 (File No. 333-251611) filed on January 27, 2021).

10.6(d)        Fourth Amendment to Lease, dated April  4, 2019, by and between
             Ouster, Inc. and Mission Creative Ownership, LLC (incorporated by
             reference to Exhibit 10.13(d) to the Registration Statement on Form
             S-4 (File No. 333-251611) filed on January 27, 2021).

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10.6(e)       Fifth Amendment to Lease, dated July  21, 2019, by and between
            Ouster, Inc. and Mission Creative Ownership, LLC (incorporated by
            reference to Exhibit 10.13(e) to the Registration Statement on Form
            S-4 (File No. 333-251611) filed on January 27, 2021).

10.6(f)       Sixth Amendment to Lease, dated December  20, 2019, by and between
            Ouster, Inc. and Mission Creative Ownership, LLC (incorporated by
            reference to Exhibit 10.13(f) to the Registration Statement on Form
            S-4 (File No. 333-251611) filed on January 27, 2021).

10.6(g)       Seventh Amendment to Lease, dated May  18, 2020, by and between
            Ouster, Inc. and Mission Creative Ownership, LLC (incorporated by
            reference to Exhibit 10.13(g) to the Registration Statement on Form
            S-4 (File No. 333-251611) filed on January 27, 2021).

10.7          NNN Lease, dated September  1, 2017, by and between Ouster, Inc. and
            SIC-350 Treat, LLC (incorporated by reference to Exhibit 10.14 to the
            Registration Statement on Form S-4 (File No. 333-251611) filed on
            January 27, 2021).

10.7(a)       First Amendment to NNN Lease, dated January  1, 2018, by and between
            Ouster, Inc. and SIC-350 Treat, LLC (incorporated by reference to
            Exhibit 10.14(a) to the Registration Statement on Form S-4 (File
            No. 333-251611) filed on January 27, 2021).

10.7(b)       Second Amendment NNN Lease, dated March  27, 2018, by and between
            Ouster, Inc. and SIC-350 Treat, LLC (incorporated by reference to
            Exhibit 10.14(b) to the Registration Statement on Form S-4 (File
            No. 333-251611) filed on January 27, 2021).

10.8+         Ouster, Inc. Non-Employee Director Compensation Policy (incorporated
            by reference to Exhibit  10.8 to the Registrant's Current Report on
            Form 8-K (File No. 001-39463), filed on March 15, 2021).

10.9+         Ouster, Inc. Amended and Restated 2015 Stock Plan (incorporated by
            reference to Exhibit 10.9 to the Registration Statement on Form S-1
            (File No. 333-254987) filed on April 2, 2021).

10.10         Form of Subscription Agreement, dated as of December  21, 2020, by
            and between the Company and the subscribers party thereto
            (incorporated by reference to Exhibit 99.1 to the Registration
            Statement on Form  S-1 (File No. 333-254987) filed on April 2,
            2021).

14.1          Code of Business Conduct and Ethics of Ouster, Inc. (incorporated by
            reference to Exhibit  14.1 to the Registrant's Current Report on
            Form 8-K (File No. 001-39463), filed on March 15, 2021).

16.1          Letter from Marcum LLP to the Securities and Exchange Commission
            (incorporated by reference to Exhibit  16.1 to the Registrant's
            Current Report on Form 8-K (File No. 001-39463), filed on March 15,
            2021).

21.1          List of Subsidiaries (incorporated by reference to Exhibit 21.1 to
            the Registrant's Current Report on Form 8-K (File No. 001-39463),
            filed on March 15, 2021).

99.1*         Audited financial statements of Ouster, Inc. (Old Ouster) as of and
            for the years ended December 31, 2020 and 2019.

99.2*         Unaudited pro forma condensed combined financial information of
            Colonnade Acquisition Corp. and Old Ouster as of and for the year
            ended December 31, 2020.

99.3          Management's Discussion and Analysis of Financial Condition and
            Results of Operations (incorporated by reference to Exhibit  99.3 to
            the Registrant's Current Report on Form 8-K (File No. 001-39463),
            filed on March 15, 2021).

† The annexes, schedules, and certain exhibits to this Exhibit have been omitted

pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to

furnish supplementally a copy of any omitted annex, schedule or exhibit to the

SEC upon request.

+ Indicates a management contract or compensatory plan.

# Certain portions of this exhibit (indicated by "[***]") have been omitted

pursuant to Regulation S-K, Item 601(b)(10).

* Filed herewith.

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