FORM OF INDEMNITY AGREEMENTIndemnity Agreement • August 18th, 2020 • Growth Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
15,000,000 Units Growth Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
The undersigned, Growth Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 21, 2021, by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 11th, 2022 • Cepton, Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (“Agreement”) is made as of [_____], 2022 by and between Cepton, Inc., a Delaware corporation (the “Company”), and [_____] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2021, is made and entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and Growth Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2021 • Growth Capital Acquisition Corp. • Motor vehicle parts & accessories
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2021, by and among GROWTH CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), CEPTON TECHNOLOGIES, INC., a Delaware corporation (“Cepton”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PURCHASE AGREEMENTPurchase Agreement • November 29th, 2021 • Growth Capital Acquisition Corp. • Motor vehicle parts & accessories • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of November 24, 2021 by and among GROWTH CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), CEPTON TECHNOLOGIES, INC., a Delaware corporation (“Cepton”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
MAXIM GROUP LLC The Chrysler Building 405 Lexington Avenue New York, New York 10174 February 2, 2021Growth Capital Acquisition Corp. • February 4th, 2021 • Blank checks • New York
This is to confirm our agreement whereby Growth Capital Acquisition Corp., a Delaware corporation (“Company”), has requested Maxim Group LLC (the “Advisor”) to assist it in connection with the Company entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statements on Form S-1 (File No. 333-248087 and 333-252537) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2021, is made and entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and each of the undersigned individuals (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 16th, 2020 • Growth Capital Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of August 14, 2020 between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and HB Strategies LLC, a Delaware limited liability company (the “Purchaser”).
Subscription AgreementSubscription Agreement • August 5th, 2021 • Growth Capital Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [●] day of [●] 2021, by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and Growth Capital Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
ContractGrowth Capital Acquisition Corp. • January 5th, 2022 • Motor vehicle parts & accessories • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2023 • Cepton, Inc. • Motor vehicle parts & accessories • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 18th day of September, 2023, by and between Cepton, Inc., a Delaware corporation (the “Company”), and Mitchell Hourtienne (the “Executive”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”) and Nautilus Carriers LLC, a Delaware limited liability company (the “Purchaser”).
Amended and restated PLEDGE AGREEMENTPledge Agreement • August 11th, 2022 • Cepton, Inc. • Motor vehicle parts & accessories • California
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (“Pledge Agreement”) dated as of May 5, 2022, is made by CEPTON TECHNOLOGIES, INC., a Delaware corporation (“Pledgor”), in favor of TRINITY CAPITAL INC., a Maryland corporation (“Lender”) (hereinafter, the “Parties”).
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
INVESTOR RIGHTS AGREEMENT by and between CEPTON, INC. and KOITO MANUFACTURING CO., LTD. Dated as of January 19, 2023Investor Rights Agreement • January 24th, 2023 • Cepton, Inc. • Motor vehicle parts & accessories • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 19, 2023, by and between Cepton, Inc., a Delaware corporation (the “Company”), and KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (together with any Permitted Transferees (as defined in Section 4.02(c)), the “Investor”). The Investor and the Company are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Section 1.01.
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
Growth Capital Acquisition Corp. The Chrysler Building New York, NY 10174Letter Agreement • February 4th, 2021 • Growth Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
FORM OF COMMON STOCK PURCHASE AGREEMENTForm of Common Stock Purchase Agreement • August 11th, 2010 • PinstripesNYS, Inc. • Delaware
AGREEMENT entered into as of the 4th day of January, 2010, by and between PinstripesNYS, Inc., a Delaware corporation with an address at 405 Lexington Avenue, New York, New York 10174 (the “Company”) and Maxim Kelyfos LLC, an individual with an address at 99 Sunnyside Blvd, Woodbury, NY 11797 (the “Purchaser”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 5th, 2021 • Growth Capital Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of August 4, 2021, is entered into by and among Cepton Technologies, Inc., a Delaware corporation (the “Company”), Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”) and [●], a [●] (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • January 12th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2021, by and between Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Growth Capital Acquisition Corp. The Chrysler BuildingGrowth Capital Acquisition Corp. • February 4th, 2021 • Blank checks • New York
This letter agreement by and between Growth Capital Acquisition Corp. (the “Company”) and Growth Capital Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2022 • Cepton, Inc. • Motor vehicle parts & accessories
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 5, 2022 (the “First Amendment Effective Date”), is made among CEPTON TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and TRINITY CAPITAL INC., a Maryland corporation (“Lender”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG GROWTH CAPITAL ACQUISITION CORP., GCAC MERGER SUB INC. AND CEPTON TECHNOLOGIES, INC. DATED AS OF AUGUST 4, 2021Business Combination Agreement • August 5th, 2021 • Growth Capital Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of August 4, 2021 (this “Agreement”), is made by and among Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), GCAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Cepton Technologies, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2022 • Cepton, Inc. • Motor vehicle parts & accessories
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 20, 2022 (the “Second Amendment Effective Date”), is made among CEPTON TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and TRINITY CAPITAL INC., a Maryland corporation (“Lender”).
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTThe Business Combination Agreement • January 24th, 2022 • Growth Capital Acquisition Corp. • Motor vehicle parts & accessories • New York
This Amendment (this “Amendment”) to that certain Business Combination Agreement dated as of August 4, 2021 (the “Business Combination Agreement”) is entered into as of January 21, 2022 (the “Effective Date”), by and among Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), GCAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Cepton Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Business Combination Agreement.
Cepton Technologies, Inc., an Innovator in Automotive ADAS Lidar, and Growth Capital Acquisition Corp., Enter into Business Combination AgreementGrowth Capital Acquisition Corp. • August 5th, 2021 • Blank checks
· Cepton Technologies, Inc. (“Cepton”), an innovator in light detection and ranging (lidar) for automotive Advanced Driver Assistance Systems (ADAS) and vehicle autonomy, to combine with Growth Capital Acquisition Corp. (“Growth Capital”, Nasdaq: GCAC)
PARTICIPATION RIGHTS AGREEMENTParticipation Rights Agreement • January 5th, 2022 • Growth Capital Acquisition Corp. • Motor vehicle parts & accessories
THIS PARTICIPATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 4, 2022, by and between CEPTON TECHNOLOGIES, INC., a Delaware corporation, with its principal place of business located at 399 West Trimble Road, San Jose, California 95131 (“Borrower”), and TRINITY CAPITAL INC., a Maryland corporation, with its principal place of business located at 1 North 1st Street, Floor 3, Phoenix, Arizona 85004 (“Lender”).
LOAN AND SECURITY AGREEMENT DATED AS OF January 4, 2022 between TRINITY CAPITAL INC. and CEPTON TECHNOLOGIES, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 5th, 2022 • Growth Capital Acquisition Corp. • Motor vehicle parts & accessories • California
RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:
SECURED TERM LOAN AGREEMENT between CEPTON TECHNOLOGIES, INC., as Borrower, and KOITO MANUFACTURING CO., LTD., as LenderSecured Term Loan Agreement • October 27th, 2022 • Cepton, Inc. • Motor vehicle parts & accessories • New York
This SECURED TERM LOAN AGREEMENT (this “Agreement”) is entered into as of October 27, 2022 by and between Cepton Technologies, Inc., a Delaware corporation (the “Borrower”), and KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (the “Lender”).
PATENT SECURITY AGREEMENT (Patents, Patent Applications and Patent Licenses) November 7, 2022Patent Security Agreement • November 8th, 2022 • Cepton, Inc. • Motor vehicle parts & accessories
WHEREAS, Cepton Technologies, Inc., a Delaware corporation (herein referred to as the “Lien Grantor”) owns, or in the case of licenses is a party to, the Patent Collateral (as defined below);
