Exhibit
10.1


 


EXECUTION VERSION


 


SECURITY AGREEMENT dated as of November 7, 2022
between Cepton Technologies, Inc., a Delaware corporation (together with its successors, the “Debtor”) and KOITO MANUFACTURING
CO., LTD. (together with its successors and assigns, the “Secured Party”).


 


1. Recitals.
The parties hereto have entered into a Secured Term Loan Agreement dated October 27, 2022 (as amended, restated, supplemented, or otherwise
modified from time to time, the “Agreement”) pursuant to which the Secured Party will make available to the Debtor
loans in an aggregate principal amount of up to ¥5.8 billion. All terms used but not defined herein shall have the meanings ascribed
to such term in the Agreement. This Agreement shall be automatically effective on, but not prior to, the Borrowing Date.


 


2. Security
Interest. In order to secure the obligations referred to below, the Debtor hereby grants to the Secured Party a security interest
in the following (the “Collateral”): all of its property of the following types, whether now owned or hereafter acquired
and wherever located: accounts, chattel paper, documents, equipment, general intangibles, instruments, inventory and investment property
(including, for the avoidance of doubt, Patents and Patent Licenses (as defined below), together with all proceeds of the foregoing (in
each case within the meaning of the UCC). Notwithstanding the foregoing, or anything to the contrary herein, the Collateral shall not
include the following (collectively, the “Excluded Assets”): (i) any rights or interests in any property, including any permit,
lease, license, contract, instrument or other agreement held by the Debtor and in effect on the date hereof or at the time such property
is acquired and not entered into in contemplation of this exclusion, with respect to which, the grant to the Secured Party of a security
interest therein and Lien thereupon are validly prohibited by the terms thereof, but only, in each case, to the extent, and for so long
as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC (including Sections 9-406(d),
9-407(a), 9-408(a) and 9-409 of the Code) or by any applicable Law; and (ii) (1) accounts exclusively used for payroll, payroll taxes
and other employee wage and benefit payments to or for the benefit of the Debtor’s employees; provided that such amounts, in aggregate,
shall not exceed two payroll cycles, (2) accounts (including trust accounts) used exclusively for escrow, customs, insurance or fiduciary
purposes, (3) accounts used exclusively for compliance with any Law to the extent such Law prohibits the granting of a Lien thereon, and
(4) accounts which constitute cash collateral in respect of a Permitted Lien to the extent the terms of the documents governing such Permitted
Lien prohibit the granting of a Lien thereon; provided, however, that the Collateral shall include any proceeds, products, substitutions
or replacements of the foregoing. “UCC” means the Uniform Commercial Code as in effect from time to time in the State
of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Transaction Lien on any
Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means
the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to
such perfection, effect of perfection or non-perfection or priority.


 






     


     


    

 


3. Secured
Obligations. The obligations secured hereby are all present and future obligations of the Debtor under the Agreement including the
principal of, premium (if any) and interest on loans made pursuant thereto and any extension, renewal or refinancing thereof.


 


4. Representations.


 


(a) Schedule
1 lists all Equity Interests in Subsidiaries and Affiliates owned by Debtor as of the date hereof. Debtor holds all such Equity Interests
directly (i.e., not through a Subsidiary, a securities intermediary or any other Person).


 


(b) Debtor
has good and marketable title to all its Collateral, free and clear of any Lien other than (i) the Transaction Liens, and (ii) Permitted
Liens.


 


(c) All
shares of capital stock included in such Pledged Equity Interests have been duly authorized and validly issued and are fully paid and
non-assessable. None of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. Debtor is not
and will not become a party to or otherwise bound by any agreement (except the Loan Documents) which restricts in any manner the rights
of any present or future holder of any Pledged Equity Interest with respect thereto other than (i) this Agreement and the other Loan Documents
and (ii) the organizational documents of the issuer of such Pledged Equity Interests as in effect on the date hereof.


 


5. Definitions.
For purposes of this Security Agreement and the Patent Security Agreement (as defined below), the following terms shall have the following
meanings:


 






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“Equity Interest” means (i)
in the case of a corporation, any shares of its capital stock, (ii) in the case of a limited liability company, any membership interest
or similar interest therein, (iii) in the case of a partnership, any partnership interest (whether general or limited) therein, (iv) in
the case of any other business entity, any participation or other interest in the equity or profits thereof, (v) any warrant, option or
other right to acquire any Equity Interest described in this definition.


 


“Intellectual Property Filing”
means with respect to any Patent or Patent License, the filing of the applicable Patent Security Agreement with the United States Patent
and Trademark Office, together with an appropriately completed recordation form, sufficient to record the Transaction Lien granted to
the Secured Party in such Recordable Intellectual Property.


 


“Patent License” means any agreement
now or hereafter in existence granting to the Debtor, or pursuant to which the Debtor grants to any other person, any right with respect
to any Patent or any invention now or hereafter in existence, whether patentable or not, whether a patent or application for patent is
in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not,
including any agreement identified in Schedule 1 to any Patent Security Agreement.


 


“Patents” means (i) all letters
patent and design letters patent of the United States or any other country and all applications for letters patent or design letters patent
of the United States or any other country, including applications in the United States Patent and Trademark Office or in any similar office
or agency of the United States or any State thereof, including those described in Schedule 1 to the Patent Security Agreement, (ii) all
reissues, divisions, continuations, continuations in part, revisions and extensions of any of the foregoing, (iii) all claims for, and
rights to sue or otherwise recover for, past, present and future infringements or other violations of any of the foregoing and (iv) all
proceeds, income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages
and payments for past, present or future infringements or other violations thereof.


 


“Patent Security Agreement”
means a Patent Security Agreement, substantially in the form attached as Exhibit E to the Agreement, executed and delivered by the Debtor
in favor of and for the benefit of the Secured Party.


 


“Permitted Liens” means


 


(a) liens
outstanding on the date hereof and set forth on Schedule 2 hereto;


 


(b) liens
for taxes and assessments not yet due and payable or, if due and payable, those being contested in good faith by appropriate proceedings
and for which appropriate reserves are maintained in accordance with generally accepted accounting principles, if they have no priority
of the Secured Party’s security interests;


 


(c) statutory
liens securing claims or demands of materialmen, mechanics, carriers, warehousemen, landlords, and other Persons imposed without action
of such parties, provided they have no priority over any of the Secured Party’s security interests and the aggregate amount of such
liens does not at any time exceed Seven Hundred and Fifty Thousand Dollars ($750,000);


 






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(d) easements,
rights of way, restrictions, minor defects or irregularities in title or other similar liens which alone or in the aggregate do not interfere
in any material way with the ordinary conduct of the business of the Debtor;


 


(e) liens
in favor of other financial institutions arising in connection with the Debtor’s deposit or investment accounts held at such institutions
to secure customary fees and charges (but not credit/debt relationships or margin accounts), provided that the Secured Party has a perfected
security interest in such deposit accounts;


 


(f) liens
arising from the filing of any financing statements on operating leases;


 


(g) liens
on cash collateral securing reimbursement obligations under letters of credit, not to exceed Seven Hundred and Fifty Thousand Dollars
($750,000) in the aggregate;


 


(h) licenses,
sublicenses, leases and subleases granted by the Debtor in the ordinary course of its business;


 


(i) liens
to secure the payment of workers’ compensation, employment insurance, old-age pensions, social security, and other like obligation
incurred in the ordinary course of business (other than liens imposed by ERISA);


 


(j) liens
created pursuant to this Agreement and the other Loan Documents;


 


(k) attachment
and judgment liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default;


 


(l) statutory
and common law landlords’ liens under leases to which the Debtor is a party;


 


(m) liens
on property or assets acquired, or on property or assets of a Subsidiary in existence at the time such Subsidiary is acquired, provided
that such liens are not incurred in contemplation or anticipation of such acquisition, do not attach to any other asset of the Debtor
or any of its Subsidiaries and such liens are junior to the liens securing the obligations under the Loan Documents;


 


(n) pledges
or deposits made in the ordinary course of business (other than Liens imposed by ERISA) in connection with workers’ compensation,
payroll taxes, employment insurance, unemployment insurance, old-age pensions, or other similar social security legislation;


 


(o) liens
otherwise arising by operation of law in favor of the owner or sublessor of leased premises and confined to the property rented;


 


(p) pledges
or deposits to secure performance of tenders, bids, leases, contracts, statutory or regulatory obligations, surety and appeal bonds, government
contracts, performance and return-of-money bonds and other obligations of like nature, in each case other than for borrowed money and
entered into in the ordinary course of business;


 






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(q) liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods;


 


(r) liens
arising out of consignment or similar arrangements for the sale of goods entered into by the Debtor or any of its Subsidiaries in the
ordinary course of business; and


 


(s) other
liens, in addition to liens permitted by clauses (a) through (r), which are purchase money security interests for new equipment financing
securing aggregate debt not exceeding Seven Hundred and Fifty Thousand Dollars ($750,000) in the aggregate.


 


“Pledged” when used in conjunction
with any type of asset, means at any time an asset of such type that is included (or that creates rights that are included) in the Collateral
at such time. For example, “Pledged Equity Interest” means an Equity Interest that is included in the Collateral at such time.


 


“Recordable Intellectual Property”
means any Patent registered with the United States Patent and Trademark Office, and any Patent License with respect to a Patent so registered,
and all rights in or under any of the foregoing.


 


6. Security
in Patents. On the date hereof, the Debtor will sign and deliver to the Secured Party the Patent Security Agreements with respect
to all Recordable Intellectual Property then owned by it. Within 30 days after each March 31 and September 30 thereafter, it will sign
and deliver to the Secured Party an appropriate Patent Security Agreement covering any Recordable Intellectual Property owned by it on
such date that is not covered by any previous Patent Security Agreement so signed and delivered by it. The Debtor authorizes the Secured
Party to file any such additional Patent Security Agreements as necessary to record the Transaction Liens on such Recordable Intellectual
Property.


 


The Debtor will notify the Secured Party promptly
if it knows that any application or registration relating to any Recordable Intellectual Property owned or licensed by it that is material
to its business may become abandoned or dedicated to the public, or of any adverse determination or development (including the institution
of, or any adverse determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding
the Debtor’s ownership of such Recordable Intellectual Property, its right to register or patent the same, or its right to keep
and maintain the same. If any of the Debtor’s rights to any Recordable Intellectual Property that is material to its business are
infringed, misappropriated, diluted or otherwise violated by a third party, the Debtor will notify the Secured Party within 30 days after
it learns thereof and will, unless the Debtor shall reasonably determine that such action would not be commercially reasonable, promptly
sue for infringement, misappropriation, dilution or violation and to recover any and all damages for such infringement, misappropriation,
dilution or violation, and take such other commercially reasonable actions as requested by the Secured Party under the circumstances to
protect such Recordable Intellectual Property.


 






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6. Right
to Vote Equity Interests. (a) Unless an Event of Default shall have occurred and be continuing, Debtor will have the right, from time
to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Equity Interests owned by it. Unless an Event
of Default shall have occurred and be continuing, the Secured Party will have no right to take any action which the owner of a Pledged
Equity Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided
herein.


 


(b) If an Event of Default shall have occurred
and be continuing, upon written notice from the Secured Party, the Secured Party will have the right to the extent permitted by law (and,
in the case of a Pledged Equity Interest in a partnership or limited liability company, by the relevant partnership agreement, limited
liability company agreement, operating agreement or other governing document) to vote, to give consents, ratifications and waivers and
to take any other action with respect to the Pledged Equity Interests, with the same force and effect as if the Secured Party were the
absolute and sole owner thereof, and the Debtor will take all such action as the Secured Party may reasonably request from time to time
to give effect to such right.


 


8. Rights
to Distributions. (a) Any and all dividends, interest, and other cash and non-cash distributions at any time received or held by Debtor
shall be so received or held in trust for the Secured Party, shall be segregated from other funds and property of Debtor and shall be
forthwith delivered to the Secured Party in the same form as so received or held, with any necessary indorsements; provided that
dividends, interest or distributions received by the Debtor may be retained by the Debtor in accordance with this Section.


 


(a) So
long as no Event of Default shall have occurred and be continuing, the Debtor shall be entitled to receive and retain dividends, interest
or distributions paid or distributed in respect of the Pledged Equity Interests.


 


(b) Upon
written notice from the Secured Party, after the occurrence and during the continuance of an Event of Default, all rights of the Debtor
to receive and retain dividends, interest or distributions shall cease, and all such rights shall thereupon become vested in the Secured
Party, which shall thereupon have the sole right to receive and retain such cash dividends, interest and distributions. The Debtor shall
execute and deliver (or cause to be executed and delivered) to the Secured Party all such instructions and other instruments as the Secured
Party may reasonably request for the purpose of enabling the Secured Party to receive the dividends, interest and distributions that it
is entitled to receive and retain pursuant to the preceding sentence.


 






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9. Remedies.
Upon the occurrence and during the continuance of an Event of Default, the Secured Party may exercise all remedies available to it under
the Loan Documents and under the Uniform Commercial Code or other applicable law with respect to the Collateral, and the Debtor shall
use its best efforts to obtain all requisite consents or approvals by the licensor of each Patent License under which the Debtor is a
licensee to effect the assignment of all the Debtor’s right, title and interest thereunder to the Secured Party.


 


10. Financing
Statements; Further Assurances. The Debtor hereby authorizes the Secured Party to file any financing statement, continuations or similar
record in any filing office the Secured Party deems appropriate, with such descriptions of collateral and other information set forth
therein as the Secured Party deems appropriate. The Secured Party is further authorized to file with the United States Patent and Trademark
Office such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting
the security interests granted by the Debtor, without the signature of the Debtor, and naming the Debtor as debtor and the Secured Party
as secured party. The Debtor will pay the costs of, or incidental to, any Intellectual Property Filings and any recording or filing of
any financing or continuation statements or other documents recorded or filed pursuant hereto. The Debtor will do all such further things
and execute such further documents as the Secured Party may reasonably request to confirm, perfect or validate the foregoing grant of
security or to enable the Secured Party to protect and enforce the same.


 


11. Governing
Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


12. Termination;
Release.


 


(a) Upon
the payment in full of all obligations secured hereby and the termination of the Commitment, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to the Debtor. Upon any such termination Secured Party will execute and deliver
to the Debtor such documents as the Debtor shall reasonably request to evidence such termination.


 


(b) In
addition, upon the proposed sale or other disposition of any Collateral by the Debtor that is not prohibited by the Loan Documents, at
the request of the Debtor, Secured Party will execute and deliver to the Debtor such documents as the Debtor shall reasonably request
to evidence the release of its security interest in such Collateral.


 


13. Execution
in Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered
one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered
to the other party, it being understood that all parties need not sign the same counterpart. Any such counterpart, to the extent delivered
by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”),
will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect
as if it were the original signed version thereof delivered in person. No party may raise the use of an Electronic Delivery to deliver
a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic
Delivery, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense
relates to lack of authenticity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	CEPTON TECHNOLOGIES, INC.
	 	 
	 	By:	/s/ Jun Pei
	 	 	Name: 	Jun Pei
	 	 	Title:	Chief Executive Officer



 


[Signature Page to Security Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	KOITO MANUFACTURING CO., LTD.
	 	 
	 	By:	/s/ Michiaki Kato
	 	 	Name: 	Michiaki Kato
	 	 	Title:	President and COO


 


[Signature Page to Security Agreement]


 




     


     


    


 


Schedule 1

Equity Interests


 


[Provided separately to the parties.]


 




     


     


    


 


Schedule 2

Permitted Liens


 













[Provided separately to the parties.]