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).
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).
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”).
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)
UNPAID EXPENSES AND LOCK-UP AGREEMENTUnpaid Expenses and Lock-Up Agreement • August 5th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
This Unpaid Expenses and Lock-Up Agreement (this “Agreement”) is entered into as of August 4, 2021, by and between Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), Growth Capital Sponsor LLC, a Delaware limited liability company (“GC Sponsor”), Nautilus Carriers LLC, a Delaware limited liability company (“Nautilus”), and HB Strategies LLC, a Delaware limited liability company (“HB” and together with GC Sponsor and Nautilus, the “Sponsors”), and Cepton Technologies, Inc., a Delaware corporation (the “Company”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • August 5th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
This Confidentiality and Lockup Agreement is dated as of August 4, 2021 and is by and among Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), and each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with GCAC in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”).
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 Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), GCAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of GCAC (“Merger Sub”), Cepton Technologies, Inc., a Delaware corporation (the “Company”), 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).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2021 • Growth Capital Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2021, is made and entered into by and among Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), Growth Capital Sponsor LLC, a Delaware limited liability company (“GC Sponsor”), Nautilus Carriers LLC, a Delaware limited liability company (“Nautilus”), HB Strategies LLC, a Delaware limited liability company (“HB Strategies”), Ellenoff Grossman & Schole LLP (“EGS”), Harry Braunstein (“Braunstein”), Gary Leibler (“Leibler”), Evan Breibart (“Breibart” and together with Leibler, Braunstein, EGS, HB Strategies, Nautilus and GC Sponsor, the “Initial Holders”), Cepton Technologies, Inc., a Delaware corporation (“Cepton”), and the undersigned parties listed under “Holder” on the signature page hereto (each such party, together with the Initial 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, a “
