EXHIBIT 10.9


 


CEPTON, INC.


2022 EQUITY INCENTIVE PLAN


 


		1.	PURPOSE OF PLAN



 


The purpose of this Cepton, Inc. 2022 Equity Incentive Plan
(this “Plan”) of Cepton, Inc., a Delaware corporation (the “Corporation”), is to promote the success
of the Corporation by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees
and other eligible persons and to enhance the alignment of the interests of the selected participants with the interests of the Corporation’s
stockholders.


 


		2.	ELIGIBILITY



 


The Administrator (as such term is defined in Section 3.1)
may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible
Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its
Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or
has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of
its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries)
to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however,
that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would
not adversely affect either the Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended
(the “Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation’s
compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may,
if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary”
means any corporation or other entity a majority of whose outstanding stock or voting power is beneficially owned directly or indirectly
by the Corporation; and “Board” means the Board of Directors of the Corporation.


 


		3.	PLAN ADMINISTRATION



 


		3.1	The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator.
The “Administrator” means the Board or one or more committees (or subcommittees, as the case may be) appointed by the
Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall
be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate
some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate,
to the extent permitted by applicable law, to one or more officers of the Corporation, its authority under this Plan. The Board or another
committee (within its delegated authority) may delegate different levels of authority to different committees or persons with administrative
and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator:
(a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present
assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the
acting Administrator.



 






     


     


    

 


		3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered
to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case
of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)),
including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined to be eligible, determine the particular Eligible Persons who will
receive an award under this Plan;



 


		(b)	grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number of securities
to be offered or awarded to any of such persons (in the case of securities-based awards), determine the other specific terms and conditions
of awards consistent with the express limits of this Plan, establish the installment(s) (if any) in which such awards shall become exercisable
or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability
or vesting is required, establish any applicable performance-based exercisability or vesting requirements, determine the circumstances
in which any performance-based goals (or the applicable measure of performance) will be adjusted and the nature and impact of any such
adjustment, determine the extent (if any) to which any applicable exercise and vesting requirements have been satisfied, establish the
events (if any) on which exercisability or vesting may accelerate (which may include, without limitation, retirement and other specified
terminations of employment or services, or other circumstances), and establish the events (if any) of termination, expiration or reversion
of such awards;



 


		(c)	approve the forms of any award agreements (which need not be identical either as to type of award or among participants);



 


		(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and
participants under this Plan, make any and all determinations under this Plan and any such agreements, further define the terms used in
this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under
this Plan;



 






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		(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all
outstanding awards, subject to any required consent under Section 8.7.5;



 


		(f)	accelerate, waive or extend the vesting or exercisability, or modify or extend the term of, any or all such outstanding awards (in
the case of options or stock appreciation rights, within the maximum term of such awards) in such circumstances as the Administrator may
deem appropriate (including, without limitation, in connection with a retirement or other termination of employment or services, or other
circumstances) subject to any required consent under Section 8.7.5;



 


		(g)	adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise waive
or change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject
to Sections 4 and 8.6 (and subject to the no repricing provision below);



 


		(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s
action to approve the award (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which
the Administrator took the action approving the award);



 


		(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and take any other actions contemplated
by Section 7 in connection with the occurrence of an event of the type described in Section 7;



 


		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration (subject
to the no repricing provision below);



 


		(k)	impose such restrictions, conditions or limitations (by provision in the applicable Award Agreement) as it determines appropriate
as to the timing and manner of any resales by a participant of any shares issued pursuant to an award, including restrictions under an
insider trading policy and restrictions as to the use of a specified brokerage firm for such resales; and



 


		(l)	determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value
will be determined.



 


		3.3	Prohibition on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except for an adjustment pursuant
to Section 7.1 or a repricing approved by stockholders, in no case may the Administrator (a) amend an outstanding stock option or SAR
to reduce the exercise price or base price of the award, (b) cancel, exchange, or surrender an outstanding stock option or SAR in exchange
for cash or other awards for the purpose of repricing the award, or (c) cancel, exchange, or surrender an outstanding stock option or
SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award.



 






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		3.4	Binding Determinations. Any determination or other action taken by, or inaction of, the Corporation, any Subsidiary,
or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and within its authority hereunder or under
applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither
the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this
Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage
or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law
and/or under any directors and officers liability insurance coverage that may be in effect from time to time. Neither the Board nor any
other Administrator, nor any member thereof or person acting at the direction thereof, nor the Corporation or any of its Subsidiaries,
shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to meet the requirements
of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to ISOs, should any other award(s) fail to
qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a participant with respect
to an award.



 


		3.5	Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator
may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer
or agent of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in
good faith.



 


		3.6	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers
or employees of the Corporation or any of its Subsidiaries or to third parties.



 


		4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS



 


		4.1	Shares Available. Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan
shall be shares of the Corporation’s authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares.
For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation and such other securities
or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made
under Section 7.1.



 






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		4.2	Aggregate Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted
to Eligible Persons under this Plan (the “Share Limit”) is equal to the sum of the following:



 


		(1)	15,123,142 shares of Common Stock, plus



 


		(2)	the number of any shares subject to stock options granted under the Cepton Technologies, Inc. Stock Incentive Plan (the “2016
Plan”) and outstanding on the date of stockholder approval of this Plan (the “Stockholder Approval Date”)
which expire, or for any reason are cancelled or terminated, after the Stockholder Approval Date without being exercised, plus



 


		(3)	the number of any shares subject to restricted stock awards granted under the 2016 Plan that are outstanding and unvested on the Stockholder
Approval Date that are forfeited, terminated, cancelled or otherwise reacquired by the Corporation without having become vested.



 


In addition, the Share Limit shall automatically
increase on the first trading day in January of each calendar year during the term of this Plan, with the first such increase to occur
in January 2023, by an amount equal to the lesser of (i) two percent (2%) of the total number of shares of Common Stock issued and outstanding
on December 31 of the immediately preceding calendar year or (ii) such number of shares of Common Stock as may be established by the Board.


 


		4.3	Additional Share Limits. The following limits also apply with respect to awards granted under this Plan. These limits
are in addition to, not in lieu of, the aggregate Share Limit in Section 4.2.



 


		(a)	The maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options granted
under this Plan is 40,000,000 shares.



 






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		(b)	Awards that are granted under this Plan during any one calendar year to any person who, on the grant date of the award, is a non-employee
director shall not exceed the number of shares that produce a grant date fair value for the award that, when combined with (i) the grant
date fair value of any other awards granted under this Plan during that same calendar year to that individual in his or her capacity as
a non-employee director and (ii) the dollar amount of all other cash compensation payable by the Corporation to such non-employee director
for his or her services in such capacity during that same calendar year (regardless of whether deferred and excluding any interest or
earnings on any portion of such amount that may be deferred), is $400,000; provided that this limit is $600,000 as to (1) a non-employee
director who is serving as the independent Chair of the Board or as a lead independent director at the time the applicable grant is made
or (2) any new non-employee director for the calendar year in which the non-employee director is first elected or appointed to the Board.
For purposes of this Section 4.3(b), a “non-employee director” is an individual who, on the grant date of the award, is a
member of the Board who is not then an officer or employee of the Corporation or one of its Subsidiaries. For purposes of this Section
4.3(b), “grant date fair value” means the value of the award as of the date of grant of the award and as determined using
the equity award valuation principles applied in the Corporation’s financial reporting. The limits of this Section 4.3(b) do not
apply to, and shall be determined without taking into account, any award granted to an individual who, on the grant date of the award,
is an officer or employee of the Corporation or one of its Subsidiaries. The limits of this Section 4.3(b) apply on an individual basis
and not on an aggregate basis to all non-employee directors as a group.



 


		4.4	Share-Limit Counting Rules. The Share Limit shall be subject to the following provisions of this Section 4.4:



 


		(a)	Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated,
are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall not be counted against the Share
Limit and shall be available for subsequent awards under this Plan.



 


		(b)	Except as provided below, to the extent that shares of Common Stock are delivered pursuant to the exercise of a stock appreciation
right granted under this Plan, the number of underlying shares which are actually issued in payment of the award shall be counted against
the Share Limit. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised in full at a time
when the payment due to the participant is 15,000 shares, 15,000 shares shall be counted against the Share Limit with respect to such
exercise and the 85,000 shares not issued shall not be counted against the Share Limit and shall be available for subsequent awards under
this Plan.)



 


		(c)	Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any award
granted under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to
satisfy the tax withholding obligations related to any award granted under this Plan, shall not be counted against the Share Limit and
shall be available for subsequent awards under this Plan (but such shares shall not again become available for issuance as ISOs).



 


		(d)	To the extent that an award granted under this Plan is settled in cash or a form other than shares of Common Stock, the shares that
would have been delivered had there been no such cash or other settlement shall not be counted against the Share Limit and shall be available
for subsequent awards under this Plan.



 






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		(e)	In the event that shares of Common Stock are delivered in respect of a dividend equivalent right granted under this Plan, the number
of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent
rights are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered in payment of those rights with respect
to that dividend, 50 shares shall be counted against the Share Limit). Except as otherwise provided by the Administrator, shares delivered
in respect of dividend equivalent rights shall not count against any individual award limit under this Plan other than the aggregate Share
Limit.



 


		(f)	The Corporation may not increase the Share Limit by repurchasing shares of Common Stock on the market (by using cash received through
the exercise of stock options or otherwise).



 


Refer to Section 8.11 for application of the share limits of
this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed awards. Each of the numerical limits and references in
Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Sections 7 and 8.10.


 


		4.5	No Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the Administrator, no fractional shares
shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this
Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may
be purchased or exercised as to awards (or any particular award) granted under this Plan unless (as to any particular award) the total
number purchased or exercised is the total number at the time available for purchase or exercise under the award.



 


		5.	AWARDS



 


		5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected
Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with,
in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the
Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:



 


5.1.1
 Stock Options. A stock option is the grant of a right to purchase a specified number of shares of
Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option
within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended
to be an ISO). The agreement evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will
be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per
share exercise price for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of
grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or
such other method permitted by the Administrator consistent with Section 5.4.


 






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5.1.2 Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the
applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds
$100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of
the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the
meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock
options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be
reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the
Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as
shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its
subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally
requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each
subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). No ISO may be granted to any
person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding
Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the
exercise price of such option is at least 110% of the fair market value of a share of Common Stock on the date of grant of the
option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If
an otherwise-intended ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified
stock option.


 


5.1.3 Stock
Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or
Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR is
exercised over the “base price” of the award, which base price shall be set forth in the applicable award
agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The
maximum term of a SAR shall be ten (10) years.


 


5.1.4 Other
Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock
bonuses, restricted stock, performance stock, stock units, restricted stock units, deferred shares, phantom stock or similar rights
to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to the Common
Stock, and any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence of one or more
events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards. The types
of cash awards that may be granted under this Plan include the opportunity to receive a payment for the achievement of one or more
goals established by the Administrator, on such terms as the Administrator may provide, as well as discretionary cash awards.
Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided,
however, that dividend equivalent rights may not be granted as to a stock option or SAR granted under this Plan. In addition, any
dividends and/or dividend equivalents as to the portion of an award that is subject to unsatisfied vesting requirements will be
subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event
the applicable vesting requirements are not satisfied.


 






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		5.2	Award Agreements. Each award shall be evidenced by a written or electronic award agreement or notice in a form approved
by the Administrator (an “award agreement”), and, in each case and if required by the Administrator, executed or otherwise
electronically accepted by the recipient of the award in such form and manner as the Administrator may require.



 


		5.3	Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations
thereof as the Administrator shall determine, and with such restrictions (if any) as it may impose. The Administrator may also require
or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as
it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest
or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated
in shares.



 


		5.4	Consideration for Common Stock or Awards. The purchase price (if any) for any award granted under this Plan or the Common
Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator,
including, without limitation, one or a combination of the following methods:



 


		(a)	services rendered by the recipient of such award;



 


		(b)	cash, check payable to the order of the Corporation, or electronic funds transfer;



 


		(c)	notice and third party payment in such manner as may be authorized by the Administrator;



 


		(d)	the delivery of previously-owned shares of Common Stock which meet the conditions established by the Administrator to avoid adverse
accounting consequences to the Corporation (as determined by the Administrator);



 


		(e)	by a reduction in the number of shares otherwise deliverable pursuant to the award; or



 


		(f)	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides
financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.



 






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In no event shall any shares newly issued by the Corporation
be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable
state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair market value. The Corporation
will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any
related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise
expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability
to pay any exercise or purchase price of any award or shares by any method other than cash payment to the Corporation.


 


		5.5	Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless
otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share of Common
Stock on the Nasdaq Capital Market (or, if the Common Stock is not then traded on the Nasdaq Capital Market, the principal established
securities market on which shares of Common Stock are readily tradable) (the “Market”) for the date in question or,
if no sales of Common Stock were reported on the Market on that date, the closing price (in regular trading) for a share of Common Stock
on the Market for the next preceding day on which sales of Common Stock were reported on the Market. The Administrator may, however, provide
with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for a share of Common
Stock on the Market on the last trading day preceding the date in question or the average of the high and low trading prices of a share
of Common Stock on the Market for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no
longer actively traded on the Market as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably
determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology
for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any
intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may
provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high
and low daily trading prices) for a specified period preceding the relevant date).



 


		5.6	Transfer Restrictions.



 


5.6.1 Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by applicable
law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares
issuable pursuant to any award shall be delivered only to (or for the account of) the participant.


 






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5.6.2 Exceptions.
The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant
to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion,
establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and
shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in
which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.6.3 Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to:


 


		(a)	transfers to the Corporation (for example, in connection with the expiration or termination of the award);



 


		(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died,
transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly-designated beneficiary, transfers by
will or the laws of descent and distribution;



 


		(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations
order if received by the Administrator;



 


		(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative;
or



 


		(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for
the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any limitations imposed by the
Administrator.



 


		5.7	International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation
or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions
of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator from time to time. The awards so granted
need not comply with other specific terms of this Plan, provided that stockholder approval of any deviation from the specific terms of
this Plan is not required by applicable law or the rules of any principal securities exchange or market on which shares of Common Stock
are then traded.



 






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		6.	EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS



 


		6.1	General. The Administrator shall establish the effect (if any) of a termination of employment or service on the rights
and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and
type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries, is not a member of the Board, and
provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this
Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or
one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.



 


		6.2	Events Not Deemed Terminations of Employment. Unless the express policy of the Corporation or one of its Subsidiaries,
or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be
considered terminated in the case of: (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation
or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by
contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any
employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave
from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator
otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable
maximum term of the award.



 


		6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary
of the Corporation, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect
of such Subsidiary who does not continue as an Eligible Person in respect of the Corporation or another Subsidiary that continues as such
after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off
or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s
award(s) in connection with such transaction.



 


		7.	ADJUSTMENTS; ACCELERATION



 


		7.1	Adjustments.



 


		(a)	Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization,
stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation,
conversion or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock;
or any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction
in respect of the Common Stock; then the Administrator shall equitably and proportionately adjust: (i) the number and type of shares of
Common Stock (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and
numbers of shares set forth elsewhere in this Plan); (ii) the number, amount and type of shares of Common Stock (or other securities or
property) subject to any outstanding awards; (iii) the grant, purchase, or exercise price (which term includes the base price of any SAR
or similar right) of any outstanding awards; and/or (iv) the securities, cash or other property deliverable upon exercise or payment of
any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan
and the then-outstanding awards.



 






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		(b)	Any adjustment in the number of shares subject to an award under this Section 7.1 shall be rounded down to the nearest whole share,
although the Administrator in its sole discretion may make a cash payment in lieu of a fractional share.



 


		(c)	Without limiting the generality of Section 3.4, any good faith determination by the Administrator as to whether an adjustment is required
in the circumstances pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on
all persons.



 


		7.2	Corporate Transactions - Assumption and Termination
of Awards.



 


		(a)	Upon any event in which the Corporation does not survive, or does not survive as a public company in respect of its Common Stock (including,
without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or
a sale of all or substantially all of the business, stock or assets of the Corporation, in any case in connection with which the Corporation
does not survive or does not survive as a public company in respect of its Common Stock), then the Administrator may, in its sole discretion,
make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding
awards or the cash, securities or property deliverable to the holder of any or all outstanding awards, based upon, to the extent relevant
under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon
the occurrence of any event described in the preceding sentence in connection with which the Administrator has made provision for the
award to be terminated (and the Administrator has not made a provision for the substitution, assumption, exchange or other continuation
or settlement of the award): (i) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall
become fully vested, all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted
under this Plan that is then outstanding shall become payable to the holder of such award (with any performance goals applicable to the
award in each case being deemed met, unless otherwise provided in the award agreement, at the “target” performance level);
and (ii) each award (including any award or portion thereof that, by its terms, does not accelerate and vest in the circumstances) shall
terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending
termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated
vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall
more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion
of an award that is so accelerated may be made contingent upon the actual occurrence of the event).



 






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		(b)	Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control
event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any
award or awards as and to the extent determined by the Administrator in the circumstances.



 


		(c)	For purposes of this Section 7.2, an award shall be deemed to have been “assumed” if (without limiting other circumstances
in which an award is assumed) the award continues after an event referred to above in this Section 7.2, and/or is assumed and continued
by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Corporation
or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)),
and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the award, for
each share of Common Stock subject to the award immediately prior to the event, the consideration (whether cash, shares, or other securities
or property) received in the event by the stockholders of the Corporation for each share of Common Stock sold or exchanged in such event
(or the consideration received by a majority of the stockholders participating in such event if the stockholders were offered a choice
of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary
common stock of a successor corporation or a Parent, the Administrator may provide for the consideration to be received upon exercise
or payment of the award, for each share subject to the award, to be solely ordinary common stock of the successor corporation or a Parent
equal in fair market value to the per share consideration received by the stockholders participating in the event.



 


		(d)	The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property
settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement
solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the
award. In the case of an option, SAR or similar right as to which the per share amount payable upon or in respect of such event is less
than or equal to the exercise or base price of the award, the Administrator may terminate such award in connection with an event referred
to in this Section 7.2 without any payment in respect of such award.



 






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		(e)	In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior
to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit
the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality
of the foregoing, the Administrator may deem an acceleration and/or termination to occur immediately prior to the applicable event and,
in such circumstances, will reinstate the original terms of the award if an event giving rise to an acceleration and/or termination does
not occur.



 


		(f)	Without limiting the generality of Section 3.4, any good faith determination by the Administrator pursuant to its authority under
this Section 7.2 shall be conclusive and binding on all persons.



 


		(g)	The Administrator may override the provisions of this Section 7.2 by express provision in the award agreement and may accord any participant
a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may
approve. The portion of any ISO accelerated in connection with an event referred to in this Section 7.2 (or such other circumstances as
may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation
on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option
under the Code.



 


		8.	OTHER PROVISIONS



 


		8.1	Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery
of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal,
state, local and foreign laws, rules and regulations (including, but not limited to, state and federal securities law) and to such approvals
by any exchange, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable
in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries,
provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable
to assure compliance with all applicable legal and accounting requirements.



 


		8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case
may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.



 






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		8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any
award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation
or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as
an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s
compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section
8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract
other than an award agreement.



 


		8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation,
and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other
person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly
otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan
(or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan
shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries
and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive
payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.



 


		8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon any other tax withholding event with respect
to any award, arrangements satisfactory to the Corporation shall be made to provide for any taxes the Corporation or any of its Subsidiaries
may be required or permitted to withhold with respect to such award event or payment. Such arrangements may include (but are not limited
to) any one of (or a combination of) the following:



 


		(a)	The Corporation or one of its Subsidiaries shall have the right to require the participant (or the participant’s personal
representative or beneficiary, as the case may be) to pay or provide for payment of the amount of any taxes which the Corporation or one
of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.



 


		(b)	The Corporation or one of its Subsidiaries shall have the right to deduct from any amount otherwise payable in cash (whether related
to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary, as the case may be)
the amount of any taxes which the Corporation or one of its Subsidiaries may be required or permitted to withhold with respect to such
award event or payment.



 






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		(c)	In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the
Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award or thereafter) to
the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the
Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent
manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to
satisfy any applicable withholding obligation on exercise, vesting or payment.



 


		8.6	Section 409A. Except as otherwise expressly set forth in an award agreement, it is intended that awards granted under
the Plan either be exempt from, or comply with, the requirements of Section 409A of the Code (“Section 409A”). To the
extent an award is subject to Section 409A (a “409A Award”), the terms of the Plan, the 409A Award and any award agreement
shall be interpreted to comply with the requirements of Section 409A so that the 409A Award is not subject to additional tax or interest
under Section 409A, unless the Administrator expressly provides otherwise. A 409A Award shall be subject to such additional rules and
requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Section 409A. In this
regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a
“specified employee” (as each term is defined under Section 409A), then no such payment shall be made prior to the date that
is the earlier of (a) six months and one day after the participant’s separation from service or (b) the participant’s death,
but only to the extent such delay is necessary for such payment to comply with the requirements of Section 409A(a)(2)(B)(i) of the Code.
Each participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect
of such participant in connection with this Plan, including any taxes and penalties under Section 409A, and neither the Corporation, nor
any Subsidiary or any affiliate shall have any obligation to indemnify or otherwise hold such participant or any beneficiary harmless
from such taxes or penalties. With respect to any 409A Award, references to “termination of employment” (and substantially
similar phrases) shall mean “separation from service” within the meaning of Section 409A. For purposes of Section 409A, each
of the payments that may be made in respect of any award granted under the Plan is designated as a separate payment.



 


		8.7	Effective Date, Termination and Suspension, Amendments.



 


8.7.1 Effective
Date. This Plan is effective as of February 3, 2022, the date of its approval by the Board (the “Effective
Date”). This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the
Effective Date. Unless earlier terminated by the Board and subject to any extension that may be approved by stockholders, this Plan
shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of
this Plan either upon such stated termination date or its earlier termination by the Board, no additional awards may be granted
under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority
to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions
of this Plan.


 






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8.7.2 Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or
in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.7.3
Stockholder Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any
amendment to this Plan shall be subject to stockholder approval.


 


8.7.4 Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of
this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the
Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action
that would constitute a repricing of an award is subject to the no-repricing provision of Section 3.3.


 


8.7.5 Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award
agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights
or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date
of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or
amendments for purposes of this Section 8.7.


 


		8.8	Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not
be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant.
Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends
or other rights as a stockholder for which a record date is prior to such date of delivery.



 


		8.9	Governing Law; Severability.



 


8.9.1 Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of Delaware, notwithstanding any Delaware or other conflict of law provision to
the contrary.


 


8.9.2 Severability.
If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.


 


		8.10	Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any
provision thereof.



 






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		8.11	Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to
Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based
awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries,
in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition
by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing
entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect adjustments giving effect
to the assumption or substitution consistent with any conversion applicable to the common stock (or the securities otherwise subject to
the award) in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted
by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding
awards previously granted or assumed by an acquired company (or previously granted or assumed by a predecessor employer (or direct or
indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with
a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of
shares available for issuance under this Plan and shares subject to any substitute awards shall not be available for awards under the
Plan in the event of any forfeiture, expiration or cash settlement of such substitute awards.



 


		8.12	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board, the Administrator,
the Corporation, or any Subsidiary to grant awards or authorize any other compensation, with or without reference to the Common Stock,
under any other plan or authority.



 


		8.13	No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall
not limit, affect, or restrict in any way the right or power of the Corporation or any Subsidiary (or any of their respective shareholders,
boards of directors or committees thereof (or any subcommittees), as the case may be) to make or authorize: (a) any adjustment, recapitalization,
reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation,
consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred
or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any
dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business
of the Corporation or any Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any other plan
or authority (or any other action with respect to any benefit, incentive or compensation), or (g) any other corporate act or proceeding
by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement
against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any
Subsidiary, as a result of any such action. Awards need not be structured so as to be deductible for tax purposes.



 


		8.14	Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award
made pursuant to this Plan are wholly discretionary and, although provided by the Corporation, do not constitute regular or periodic payments.
Unless otherwise required by applicable laws, the payments and other benefits provided under the Plan shall not be deemed a part of a
participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements,
if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing.
Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments
under any other plans, arrangements or authority of the Corporation or its Subsidiaries.



 


		8.15	Clawback Policy. The awards granted under this Plan are subject to the terms of the Corporation’s recoupment,
clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which
could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received
with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).



 






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Notice of Grant of Restricted Stock Unit Award


and


Terms and Conditions of Restricted Stock Unit Award


 





 



 


	Participant:	[Name]	Award Number:	[_________]
	 	[Address]	Plan:	2022 Plan
	 	[Address]	ID:	[_________]


 





 



 


Effective
[___________] (the “Award Date”), you (the “Participant”) have been granted an award (the “Award”)
of [________]1 restricted stock
units with respect to the Common Stock of Cepton, Inc. (the “Corporation”).


 


The Award will become vested as to 25% of the
total number of restricted stock units subject to the Award on the first anniversary of the [Award Date] and, as to the remaining 75%
of the total number of restricted stock units subject to the Award in 12 substantially equal quarterly installments with the first installment
vesting on the day that is three months after the first anniversary of the [Award Date] and an additional installment vesting on the
last day of each of the 11 consecutive three-month periods thereafter.1, 2


 





 



 


By your signature and the Corporation’s signature below, you
and the Corporation agree that the Award is granted under and governed by the terms and conditions of the Corporation’s 2022 Equity Incentive
Plan (the “Plan”) and the Terms and Conditions of Restricted Stock Unit Award (the “Terms”), which are attached
and incorporated herein by this reference. This Notice of Grant of Restricted Stock Unit Award, together with the Terms, will be referred
to as your Award Agreement. The Award has been granted to you in addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to you. Capitalized terms are defined in the Plan if not defined herein or in the Terms. You acknowledge receipt
of a copy of the Terms, the Plan and the Prospectus for the Plan.


 





 



 


	 	 	 
	[Company Name]	 	Date
	 	 	 
	 	 	 
	[Participant Name]	 	Date



 


 


 


 






		1	Subject to adjustment under Section 7.1 of the Plan.



		2	Subject to early termination under Section 5 of the Terms and
Section 7.2 of the Plan.



 






     


     


    

 


CEPTON, INC.


2022 EQUITY INCENTIVE PLAN


 


TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT
AWARD 


 


1. General.
These Terms and Conditions of Restricted Stock Unit Award (these “Terms”) apply to a particular grant of restricted
stock units (the “Award”) under the Cepton, Inc. 2022 Equity Incentive Plan (the “Plan”) if incorporated
by reference in the Notice of Grant of Restricted Stock Unit Award (the “Notice”) corresponding to that particular
award. Capitalized terms used in these Terms are used as defined in the Notice or, if not defined in the Notice, as defined in the Plan.


 


The
Award has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be
paid to the Participant. The Notice and these Terms are collectively referred to as the “Award Agreement”
applicable to the Award.


 


As
used in this Award Agreement, the term “stock unit” means a non-voting unit of measurement which is deemed for bookkeeping
purposes to be equivalent to one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section
7.1 of the Plan) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination
of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall
not be treated as property or as a trust fund of any kind.


 


2. Vesting;
Continuance of Employment or Service Required; No Employment or Service Commitment. Subject to Section 6 below, the Stock Units
subject to the Award shall vest and become nonforfeitable in accordance with the Vesting Schedule set forth in the Notice. The Vesting
Schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable
installment of the Award and the rights and benefits under this Award Agreement. Employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination
of rights and benefits upon or following a termination of employment or services as provided in Section 6 below.


 


Nothing contained in this Award Agreement (including
the Notice) or the Plan constitutes an employment or service commitment by the Corporation or any of its Subsidiaries, affects the Participant’s
status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by
or in service to the Corporation or any of its Subsidiaries, interferes in any way with the right of the Corporation or any of its Subsidiaries
at any time to terminate such employment or services, or affects the right of the Corporation or any of its Subsidiaries to increase or
decrease the Participant’s other compensation or benefits. Nothing in this Award Agreement (including the Notice), however, is intended
to adversely affect any independent contractual right of the Participant without his or her consent thereto.


 






    1


     


    

 


3. Dividend
and Voting Rights.


 


(a) Limitations on
Rights Associated with Units. The Participant shall have no rights as a stockholder of the Corporation, no dividend rights
(except as expressly provided in Section 3(b) with respect to dividend equivalent rights) and no voting rights, with respect to the
Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock
are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder
for which the record date is prior to the date of issuance of such shares.


 


(b) Dividend Equivalent Rights Distributions.
As of any date that the Corporation pays a cash dividend on its Common Stock, the Corporation shall credit the Participant with an additional
number of Stock Units equal to (i) the per share cash dividend paid by the Corporation on its Common Stock on such date, multiplied by
(ii) the total number of Stock Units (including any dividend equivalents previously credited hereunder) (with such total number adjusted
pursuant to Section 7.1 of the Plan) subject to the Award as of the related dividend payment record date, divided by (iii) the fair market
value of a share of Common Stock on the date of payment of such dividend. Any Stock Units credited pursuant to the foregoing provisions
of this Section 3(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock
Units to which they relate. No crediting of Stock Units shall be made pursuant to this Section 3(b) with respect to any Stock Units which,
as of such record date, have either been paid pursuant to Section 5 or terminated pursuant to Section 6.


 


4. Restrictions
on Transfer. Neither the Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned,
transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, except as set forth in Section
5.6 of the Plan.


 


5. Timing
and Manner of Payment of Stock Units. On or as soon as administratively practical following each vesting of the applicable portion
of the total Award pursuant to this Award Agreement or Section 7.2 of the Plan (and in all events not later than two and one-half months
after the applicable vesting date), the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering
one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion)
equal to the number of Stock Units subject to this Award that vest on the applicable vesting date, unless such Stock Units terminate prior
to the given vesting date pursuant to Section 6. Fractional share interests may, in the Corporation’s discretion, be disregarded
or settled in cash. The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested
Stock Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with
respect to the vested Stock Units deliver to the Corporation any representations or other documents or assurances required pursuant to
Section 8.1 of the Plan. The Participant shall have no further rights with respect to any Stock Units that are paid or that terminate
pursuant to Section 6.


 


6. Effect
of Termination of Employment or Service. The Participant’s Stock Units shall terminate to the extent such units have not
become vested prior to the first date the Participant is no longer employed by or in service as a director or consultant to the Corporation
or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment or service with the Corporation
or a Subsidiary, whether with or without cause, voluntarily or involuntarily (the last day that the Participant is employed by or provides
services as a director or consultant to the Corporation or a Subsidiary is referred to as the Participant’s “Severance
Date”). If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled
as of the applicable Severance Date without payment of any consideration by the Corporation and without any other action by the Participant,
or the Participant’s beneficiary or personal representative, as the case may be.


 






    2


     


    

 


7. Adjustments
Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section
7.1 of the Plan, the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding
and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any
cash dividend for which dividend equivalents are credited pursuant to Section 3(b).


 


8. Tax
Withholding. Subject to Section 8.1 of the Plan, upon any distribution of shares of Common Stock in respect of the Stock Units,
the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of
whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Corporation or its Subsidiaries with
respect to such distribution of shares. In the event that the Corporation cannot legally satisfy such withholding obligations by such
reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Stock Units, the Corporation (or
a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation
payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.


 


9. Notices.
Any notice to be given under the terms of this Award Agreement shall be in writing and addressed to the Corporation at its principal office
to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s
records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only
when received, but if the Participant is no longer an employee of or in service to the Corporation, shall be deemed to have been duly
given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage
and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.


 


10. Plan.
The Award and all rights of the Participant under this Award Agreement are subject to the terms and conditions of the provisions of the
Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Award Agreement (including
the Notice). The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Award Agreement
(including the Notice). Unless otherwise expressly provided in other sections of this Award Agreement, provisions of the Plan that confer
discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless
such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate
action of the Board or the Administrator under the Plan after the date hereof.


 


11. Entire
Agreement. This Award Agreement (including the Notice) and the Plan together constitute the entire agreement and supersede all
prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this
Award Agreement (including the Notice) may be amended pursuant to Section 8.7 of the Plan. Such amendment must be in writing and
signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver
does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.


 






    3


     


    

 


12. Limitation
on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Award
Agreement (including the Notice) creates only a contractual obligation on the part of the Corporation as to amounts payable and shall
not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall
have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any,
with respect to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with
respect to Stock Units, as and when payable hereunder.


 


13. Counterparts;
Electronic Signature. This Award Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of
a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature
technology), 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 hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart,
and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s
hand-written signature. To the extent a party signs this Award Agreement using electronic signature technology, by clicking “sign,”
“accept,” or similar acknowledgement of acceptance, such party is signing this Award Agreement electronically, and electronic
signatures appearing on this Award Agreement (or entered as to this Award Agreement using electronic signature technology) shall be treated,
for purposes of validity, enforceability and admissibility, the same as hand-written signatures.


 


14. Section
Headings. The section headings of this Award Agreement are for convenience of reference only and shall not be deemed to alter
or affect any provision hereof.


 


15. Governing
Law. This Award Agreement (including the Notice) shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware without regard to conflict of law principles thereunder. The Participant does not have to accept the Award, and
it is not a condition of employment that the Participant accept the Award. If the Participant does not agree to the terms of the Award,
the Participant should promptly return this Award Agreement to the Corporation’s Stock Plan Administrator indicating that the Participant
does not wish to accept the Award, and the Stock Units will be cancelled.


 


16. Construction.
It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code.
This Award Agreement (including the Notice) shall be construed and interpreted consistent with that intent.


 


17. Clawback
Policy. The Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be
in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require
repayment or forfeiture of the Stock Units or any shares of Common Stock or other cash or property received with respect to the Stock
Units (including any value received from a disposition of the shares acquired upon payment of the Stock Units).


 


18. No
Advice Regarding Grant. The Participant is hereby advised to consult with his or her own tax, legal and/or investment advisors
with respect to any advice the Participant may determine is needed or appropriate with respect to the Stock Units (including, without
limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Award). Neither the Corporation
nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set
forth in this Award Agreement, including the Notice) or recommendation with respect to the Award. Except for the withholding rights set
forth in Section 8 above, the Participant is solely responsible for any and all tax liability that may arise with respect to the Award.


 


* * *


 






    4


     


    

 





 



 


Notice of Grant of Nonqualified Stock Option


and


Terms and Conditions of Nonqualified Stock Option


 





 



 


	Grantee:	[Name]	Option Number:	[_________]
	 	[Address]	Plan:	2022 Plan
	 	[Address]	ID:	[_________]


 





 



 


Effective
[___________] (the “Award Date”), you (the “Grantee”) have been granted a nonqualified stock option
(the “Option”) to buy [________] shares1 of
Common Stock of Cepton, Inc. (the “Corporation”) at a price of $[_______] per share1 (the “Exercise
Price”).


 


The aggregate Exercise Price of the shares subject
to the Option is $[__________].1


 


The Option will become vested as to 25% of the
total number of shares of Common Stock subject to the Option on the first anniversary of the Award Date. The remaining 75% of the total
number of shares of Common Stock subject to the Option shall become vested in 36 substantially equal monthly installments, with the first
installment vesting on the last day of the month following the month in which the first anniversary of the Award Date occurs and an additional
installment vesting on the last day of each of the 35 months thereafter.1, 2


 


The Option will expire on [_________]
(the “Expiration Date”). 1, 2


 





 



 


By your signature and the Corporation’s
signature below, you and the Corporation agree that the Option is granted under and governed by the terms and conditions of the Corporation’s
2022 Equity Incentive Plan (the “Plan”) and the Terms and Conditions of Nonqualified Stock Option (the “Terms”),
which are attached and incorporated herein by this reference. This Notice of Grant of Nonqualified Stock Option, together with the Terms,
will be referred to as your Option Agreement. The Option has been granted to you in addition to, and not in lieu of, any other form of
compensation otherwise payable or to be paid to you. Capitalized terms are defined in the Plan if not defined herein or in the Terms.
You acknowledge receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.


 





 



 


	 	 	 
	Cepton, Inc.	 	Date
	 	 	 
	 	 	 
	[Grantee Name]	 	Date



 


 


 






		1	Subject to adjustment under Section 7.1 of the Plan.



		2	Subject to early termination under Section 5 of the Terms and
Section 7.2 of the Plan.



 




     


     


    


 


CEPTON, INC.

2022 EQUITY INCENTIVE PLAN


TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION



 


		1.	General.



 


These Terms and Conditions
of Nonqualified Stock Option (these “Terms”) apply to a particular stock option (the “Option”) if
incorporated by reference in the Notice of Grant of Stock Option (the “Grant Notice”) corresponding to that particular
grant. The recipient of the Option identified in the Grant Notice is referred to as the “Grantee.” The per share exercise
price of the Option as set forth in the Grant Notice is referred to as the “Exercise Price.” The effective date of
grant of the Option as set forth in the Grant Notice is referred to as the “Award Date.” The exercise price and the
number of shares covered by the Option are subject to adjustment under Section 7.1 of the Plan.


 


The Option was granted under
and subject to the Cepton, Inc. 2022 Equity Incentive Plan (the “Plan”). Capitalized terms are defined in the Plan
if not defined herein. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. The Grant Notice and these Terms are collectively referred to as the “Option Agreement”
applicable to the Option.


 


		2.	Vesting; Limits on Exercise; Incentive Stock Option Status.



 


The Option shall vest and
become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the Grant Notice.
The Option may be exercised only to the extent the Option is vested and exercisable.


 


		●	Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee
has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or
earlier termination of the Option.



 


		●	No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.



 


		●	Minimum Exercise. No fewer than 100 shares of Common Stock (subject to adjustment under Section
7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.



 


		●	Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not
be, an incentive stock option within the meaning of Section 422 of the Code.



 


		3.	Continuance of Employment/Service Required; No Employment/Service Commitment.



 


The vesting schedule applicable
to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of
rights and benefits upon or following a termination of employment or services as provided in Section 5 below or under the Plan.


 






    1


     


    

 


Nothing contained in this
Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects
the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon
the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of
the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any
Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Option Agreement, however, is intended to adversely
affect any independent contractual right of the Grantee without his/her consent thereto.


 


		4.	Method of Exercise of Option.



 


The Option shall be exercisable
by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative
exercise procedures as the Administrator may implement from time to time) of:


 


		●	a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or
by the completion of such other administrative exercise procedures as the Administrator may require from time to time;



 


		●	payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds
transfer to the Corporation;



 


		●	any written statements or agreements required pursuant to Section 8.1 of the Plan; and



 


		●	satisfaction of the tax withholding provisions of Section 8.5 of the Plan.



 


The Administrator also may,
but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance
with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt
as to any such payment method):


 


		●	notice and third party payment in such manner as may be authorized by the Administrator;



 


		●	in shares of Common Stock already owned by the Grantee, valued at their fair market value (as determined
under the Plan) on the exercise date;



 


		●	a reduction in the number of shares of Common Stock otherwise deliverable to the Grantee (valued at their
fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or



 


		●	a “cashless exercise” with a third party who provides simultaneous financing for the purposes
of (or who otherwise facilitates) the exercise of the Option.



 






    2


     


    

 


		5.	Early Termination of Option.



 


5.1 Expiration
Date. Subject to earlier termination as provided below in this Section 5, the Option will terminate on the “Expiration Date”
set forth in the Grant Notice (the “Expiration Date”).


 


5.2 Possible
Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events
as provided in Section 7.2 of the Plan.


 


5.3 Termination
of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the
Option or pursuant to Section 5.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a
Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a
Subsidiary is referred to as the Grantee’s “Severance Date”):


 


		●	other than as expressly provided below in this Section 5.3, (a) the Grantee will have until the date that
is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance
Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the
extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close
of business on the last day of the 3-month period;



 


		●	if the termination of the Grantee’s employment or services is the result of the Grantee’s
death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will
have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent
that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance
Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such
period, shall terminate at the close of business on the last day of the 12-month period;



 


		●	if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause
(as defined below), the Option (whether vested or not) shall terminate on the Severance Date.



 


For purposes of the Option,
“Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of
the Code or as otherwise determined by the Administrator).


 






    3


     


    

 


For purposes of the Option, “Cause”
means that the Grantee:


 


		(1)	has been negligent in the discharge of his or her duties to the Corporation or any of its Subsidiaries,
has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition)
incapable of performing those duties;



 


		(2)	has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality,
an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached
a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than
minor traffic violations or similar offenses);



 


		(3)	has materially breached any of the provisions of any agreement with the Corporation, any of its Subsidiaries
or any affiliate of the Corporation or any of its Subsidiaries; or



 


		(4)	has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the
reputation, business or assets of, the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries;
has improperly induced a vendor or customer to break or terminate any contract with the Corporation, any of its Subsidiaries or any affiliate
of the Corporation or any of its Subsidiaries; or has induced a principal for whom the Corporation, any of its Subsidiaries or any affiliate
of the Corporation or any of its Subsidiaries acts as agent to terminate such agency relationship.



 


In all events the Option is
subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 5.2. The Administrator shall be the
sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.


 


		6.	Non-Transferability.



 


The Option and any other rights
of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in
Section 5.7 of the Plan.


 


		7.	Notices.



 


Any notice to be given under
the terms of this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either
party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly
sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in
a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received,
but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days
after the date mailed in accordance with the foregoing provisions of this Section 7.


 






    4


     


    

 


		8.	Plan.



 


The Option and all rights
of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference.
The Grantee agrees to be bound by the terms of the Plan and this Option Agreement. The Grantee acknowledges having read and understanding
the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option
Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed
to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board
or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.


 


		9.	Entire Agreement.



 


This Option Agreement and
the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties
hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the
Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision
hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall
operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.


 


		10.	Governing Law.



 


This Option Agreement (including
the Notice) shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict
of law principles thereunder. The Grantee does not have to accept the Option, and it is not a condition of employment that the Grantee
accept the Option. If the Grantee does not agree to the terms of the Award, the Grantee should promptly return this Option Agreement to
the Corporation’s Stock Plan Administrator indicating that the Grantee does not wish to accept the Option, and the Option will be
cancelled.


 


		11.	Effect of this Agreement.



 


Subject to the Corporation’s
right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure
to the benefit of any successor or successors to the Corporation.


 


		12.	Counterparts; Electronic Signature.



 


This Option Agreement may
be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using
electronic signature technology (e.g., via DocuSign or similar electronic signature technology), 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 hereto and delivered
to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record
shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. To the
extent a party signs this Option Agreement using electronic signature technology, by clicking “sign,” “accept,”
or similar acknowledgement of acceptance, such party is signing this Option Agreement electronically, and electronic signatures appearing
on Option Agreement (or entered as to this Option Agreement using electronic signature technology) shall be treated, for purposes of validity,
enforceability and admissibility, the same as hand-written signatures.


 






    5


     


    

 


		13.	Section Headings.



 


The section headings of this
Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.


 


		14.	Clawback Policy.



 


The Option is subject to the
terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar
provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture
of any shares of Common Stock or other cash or property received with respect to the Option (including any value received from a disposition
of the shares acquired upon exercise of the Option).


 


		15.	No Advice Regarding Grant. 



 


The Grantee is hereby advised
to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Grantee may determine is needed or
appropriate with respect to the Option (including, without limitation, to determine the foreign, state, local, estate and/or gift tax
consequences with respect to the Option and any shares that may be acquired upon exercise of the Option). Neither the Corporation nor
any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth
in this Option Agreement) or recommendation with respect to the Option. Except for the withholding rights contemplated by Section 4 above
and Section 8.5 of the Plan, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Option
and any shares that may be acquired upon exercise of the Option.


 






    6


     


    

 





 



 


Notice of Grant of Incentive Stock Option


and


Terms and Conditions of Incentive Stock Option


 





 



 


	Grantee:	[Name]	Option Number:	[_________]
	 	[Address]	Plan:	2022 Plan
	 	[Address]	ID:	[_________]


 





 



 


Effective
[___________] (the “Award Date”), you (the “Grantee”) have been granted an incentive stock option
(the “Option”) to buy [________] shares1 of
Common Stock of Cepton, Inc. (the “Corporation”) at a price of $[_______] per share1 (the “Exercise
Price”).


 


The aggregate Exercise Price of the shares subject
to the Option is $[__________].1


 


The Option will become vested as to 25% of the
total number of shares of Common Stock subject to the Option on the first anniversary of the Award Date. The remaining 75% of the total
number of shares of Common Stock subject to the Option shall become vested in 36 substantially equal monthly installments, with the first
installment vesting on the last day of the month following the month in which the first anniversary of the Award Date occurs and an additional
installment vesting on the last day of each of the 35 months thereafter.1, 2


 


The Option will expire on [_________]
(the “Expiration Date”).1, 2


 





 



 


By your signature and the Corporation’s
signature below, you and the Corporation agree that the Option is granted under and governed by the terms and conditions of the Corporation's
2022 Equity Incentive Plan (the “Plan”) and the Terms and Conditions of Incentive Stock Option (the “Terms”),
which are attached and incorporated herein by this reference. This Notice of Grant of Incentive Stock Option, together with the Terms,
will be referred to as your Option Agreement. The Option has been granted to you in addition to, and not in lieu of, any other form of
compensation otherwise payable or to be paid to you. Capitalized terms are defined in the Plan if not defined herein or in the Terms.
You acknowledge receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.


 





 



 


	 	 	 
	Cepton, Inc.	 	Date
	 	 	 
	 	 	 
	[Grantee Name]	 	Date



 


 


 






		1	Subject to adjustment under Section 7.1 of the Plan.



		2	Subject to early termination under Section 5 of the Terms and
Section 7.2 of the Plan.



 






     


     


    

 


CEPTON, INC.

2022 EQUITY INCENTIVE PLAN


TERMS AND CONDITIONS OF INCENTIVE STOCK OPTION



 


		1.	General.



 


These Terms and Conditions
of Incentive Stock Option (these “Terms”) apply to a particular stock option (the “Option”) if incorporated
by reference in the Notice of Grant of Stock Option (the “Grant Notice”) corresponding to that particular grant. The
recipient of the Option identified in the Grant Notice is referred to as the “Grantee.” The per share exercise price
of the Option as set forth in the Grant Notice is referred to as the “Exercise Price.” The effective date of grant
of the Option as set forth in the Grant Notice is referred to as the “Award Date.” The exercise price and the number
of shares covered by the Option are subject to adjustment under Section 7.1 of the Plan.


 


The Option was granted under
and subject to the Cepton, Inc. 2022 Equity Incentive Plan (the “Plan”). Capitalized terms are defined in the Plan
if not defined herein. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. The Grant Notice and these Terms are collectively referred to as the “Option Agreement”
applicable to the Option.


 


		2.	Vesting; Limits on Exercise; Incentive Stock Option Status.



 


The Option shall vest and
become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the Grant Notice.
The Option may be exercised only to the extent the Option is vested and exercisable.


 


		●	Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee
has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or
earlier termination of the Option.



 


		●	No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.



 


		●	Minimum Exercise. No fewer than 100 shares of Common Stock (subject to adjustment under Section
7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.



 


		●	ISO Status. The Option is intended as an incentive stock option within the meaning of Section 422
of the Code (an “ISO”).



 


		●	ISO Value Limit. If the aggregate fair market value of the shares with respect to which ISOs (whether
granted under the Option or otherwise) first become exercisable by the Grantee in any calendar year exceeds $100,000, as measured on the
applicable Award Dates, the limitations of Section 5.1.2 of the Plan shall apply and to such extent the Option will be rendered a nonqualified
stock option.



 






    1


     


    

 


		3.	Continuance of Employment/Service Required; No Employment/Service Commitment.



 


The vesting schedule applicable
to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting
period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of
rights and benefits upon or following a termination of employment or services as provided in Section 5 below or under the Plan.


 


Nothing contained in this
Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects
the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon
the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of
the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any
Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Option Agreement, however, is intended to adversely
affect any independent contractual right of the Grantee without his/her consent thereto.


 


		4.	Method of Exercise of Option.



 


The Option shall be exercisable
by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative
exercise procedures as the Administrator may implement from time to time) of:


 


		●	a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or
by the completion of such other administrative exercise procedures as the Administrator may require from time to time,



 


		●	payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds
transfer to the Corporation;



 


		●	any written statements or agreements required pursuant to Section 8.1 of the Plan; and



 


		●	satisfaction of the tax withholding provisions of Section 8.5 of the Plan.



 


The Administrator also may,
but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance
with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt
as to any such payment method):


 


		●	notice and third party payment in such manner as may be authorized by the Administrator;



 


		●	in shares of Common Stock already owned by the Grantee, valued at their fair market value (as determined
under the Plan) on the exercise date;



 






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		●	a reduction in the number of shares of Common Stock otherwise deliverable to the Grantee (valued at their
fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or



 


		●	a “cashless exercise” with a third party who provides simultaneous financing for the purposes
of (or who otherwise facilitates) the exercise of the Option.



 


The Option will qualify as
an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the
Administrator permits the use of one or more of the non-cash payment alternatives referenced above.


 


		5.	Early Termination of Option.



 


5.1 Expiration
Date. Subject to earlier termination as provided below in this Section 5, the Option will terminate on the “Expiration Date”
set forth in the Grant Notice (the “Expiration Date”).


 


5.2 Possible
Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events
as provided in Section 7.2 of the Plan.


 


5.3 Termination
of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the
Option or pursuant to Section 5.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a
Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a
Subsidiary is referred to as the Grantee’s “Severance Date”):


 


		●	other than as expressly provided below in this Section 5.3, (a) the Grantee will have until the date that
is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance
Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the
extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close
of business on the last day of the 3-month period;



 


		●	if the termination of the Grantee’s employment or services is the result of the Grantee’s
death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will
have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent
that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance
Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such
period, shall terminate at the close of business on the last day of the 12-month period;



 






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		●	if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause
(as defined below), the Option (whether vested or not) shall terminate on the Severance Date.



 


For purposes of the Option,
“Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of
the Code or as otherwise determined by the Administrator).


 


For purposes of the Option,
“Cause” means that the Grantee:


 


		(1)	has been negligent in the discharge of his or her duties to the Corporation or any of its Subsidiaries,
has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition)
incapable of performing those duties;



 


		(2)	has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality,
an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached
a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than
minor traffic violations or similar offenses);



 


		(3)	has materially breached any of the provisions of any agreement with the Corporation, any of its Subsidiaries
or any affiliate of the Corporation or any of its Subsidiaries; or



 


		(4)	has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the
reputation, business or assets of, the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries;
has improperly induced a vendor or customer to break or terminate any contract with the Corporation, any of its Subsidiaries or any affiliate
of the Corporation or any of its Subsidiaries; or has induced a principal for whom the Corporation, any of its Subsidiaries or any affiliate
of the Corporation or any of its Subsidiaries acts as agent to terminate such agency relationship.



 


In all events the Option is
subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 5.2. The Administrator shall be the
sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.


 


Notwithstanding any post-termination
exercise period provided for herein or in the Plan, the Option will qualify as an ISO only if it is exercised within the applicable exercise
periods for ISOs under, and meets all of the other requirements of, the Code. If the Option is not exercised within the applicable exercise
periods for ISOs or does not meet such other requirements, the Option will be rendered a nonqualified stock option.


 






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		6.	Non-Transferability.



 


The Option and any other rights
of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in
Section 5.7 of the Plan.


 


		7.	Notices.



 


Any notice to be given under
the terms of this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either
party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly
sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in
a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received,
but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days
after the date mailed in accordance with the foregoing provisions of this Section 7.


 


		8.	Plan.



 


The Option and all rights
of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference.
The Grantee agrees to be bound by the terms of the Plan and this Option Agreement. The Grantee acknowledges having read and understanding
the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option
Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed
to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board
or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.


 


		9.	Entire Agreement.



 


This Option Agreement and
the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties
hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the
Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision
hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall
operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.


 


		10.	Governing Law.



 


This Option Agreement (including
the Notice) shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict
of law principles thereunder. The Grantee does not have to accept the Option, and it is not a condition of employment that the Grantee
accept the Option. If the Grantee does not agree to the terms of the Award, the Grantee should promptly return this Option Agreement to
the Corporation’s Stock Plan Administrator indicating that the Grantee does not wish to accept the Option, and the Option will be
cancelled.


 






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		11.	Effect of this Agreement.



 


Subject to the Corporation’s
right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure
to the benefit of any successor or successors to the Corporation.


 


		12.	Counterparts; Electronic Signature.



 


This Option Agreement may
be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using
electronic signature technology (e.g., via DocuSign or similar electronic signature technology), 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 hereto and delivered
to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record
shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. To the
extent a party signs this Option Agreement using electronic signature technology, by clicking “sign,” “accept,”
or similar acknowledgement of acceptance, such party is signing this Option Agreement electronically, and electronic signatures appearing
on Option Agreement (or entered as to this Option Agreement using electronic signature technology) shall be treated, for purposes of validity,
enforceability and admissibility, the same as hand-written signatures.


 


		13.	Section Headings.



 


The section headings of this Option Agreement are
for convenience of reference only and shall not be deemed to alter or affect any provision hereof.


 


		14.	Clawback Policy.



 


The Option is subject to the
terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar
provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture
of any shares of Common Stock or other cash or property received with respect to the Option (including any value received from a disposition
of the shares acquired upon exercise of the Option).


 


		15.	No Advice Regarding Grant. 



 


The Grantee is hereby advised
to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Grantee may determine is needed or
appropriate with respect to the Option (including, without limitation, to determine the foreign, state, local, estate and/or gift tax
consequences with respect to the Option and any shares that may be acquired upon exercise of the Option). Neither the Corporation nor
any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth
in this Option Agreement) or recommendation with respect to the Option. Except for the withholding rights contemplated by Section 4 above
and Section 8.5 of the Plan, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Option
and any shares that may be acquired upon exercise of the Option.


 






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