Exhibit 10.1


 


Execution Version


 


SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


THIS SECOND AMENDMENT TO LOAN
AND SECURITY AGREEMENT (this “Amendment”), dated as of June 20, 2022 (the “Second Amendment Effective Date”),
is made among CEPTON TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and TRINITY CAPITAL INC., a Maryland corporation
(“Lender”).


 


Borrower and Lender are parties
to a Loan and Security Agreement dated as of January 4, 2022, as amended by the First Amendment to the Loan and Security Agreement dated
as of May 5, 2022 (as may be further amended, restated or modified from time to time, collectively, the “Loan and Security Agreement”).
Borrower and Lender hereby agree to certain amendments to the Loan and Security Agreement and other applicable Loan Documents, subject
to the terms and conditions hereof.


 


AGREEMENTS


 


SECTION
1 Definitions; Interpretation.


 


(a) Defined
Terms. All capitalized terms used in this Amendment (including in the recitals above) and not otherwise defined herein shall
have the meanings assigned to them in the Loan and Security Agreement.


 


(b) Interpretation. The rules of
interpretation set forth in Article 1 of the Loan and Security Agreement shall be applicable to this Amendment and are incorporated
herein by this reference.


 


SECTION
2 Amendments to the Loan
and Security Agreement.


 


(a)
The Loan and Security Agreement shall be amended as follows effective as of the Second Amendment Effective Date:


 


(i) New Definitions. The following
definitions are added to Article 1 of the Loan and Security Agreement in its proper alphabetical order:


 


“Second Amendment” means this Amendment.


 


“Second Amendment Effective Date” means June 20,
2022.


 


(ii) Amended and
Restated Definitions. The following definitions are hereby amended and/or deleted as follows:


 


“Commitment Termination Date”
means January 1, 2023


 


“Loan Documents”
means this Agreement, the First Amendment, the Second Amendment, the Notes (if any), the Warrant, the Participation Rights Agreement,
every Account Control Agreement, any intercreditor agreement, subordination agreement, pledge agreement, the First Amended and Restated
Pledge Agreement, and mortgage, any landlord waivers and bailee waivers, the Amended and Restated Perfection Certificate, each Compliance
Certificate, each Loan Payment Request Form and every other document evidencing, securing or relating to the Loans, in each case as amended,
amended and restated, supplemented or otherwise modified from time to time.


 



     


     


    

 


(b) Each reference in
the Loan and Security Agreement to “this Agreement” and the words “hereof,” “herein,”
“hereunder,” or words of like import, shall mean and be a reference to the Loan and Security Agreement as amended by
this Amendment.


 


SECTION
3 Conditions of Effectiveness. The effectiveness of this Amendment shall be subject to and conditioned upon the determination
by Lender, in Lender’s sole discretion and satisfaction, that Borrower has executed and/or delivered, or caused to be executed and/or
delivered, each of the following:


 


(a)
Borrower and Lender shall have executed and delivered this Amendment, dated as of the date hereof, in form and substance reasonably
satisfactory in Lender’s discretion.


 


(b) Borrower shall have paid all Lender’s Expenses and all other fees, costs, and expenses, if any, invoiced on or prior to the
Second Amendment Effective Date.


 


SECTION
4 Representations and Warranties. To induce Lender to enter into this Amendment, Borrower hereby confirms, as of the
date hereof after giving effect to this Amendment, (a) that the representations and warranties made by Borrower in Article 4 of the Loan
and Security Agreement and in the other Loan Documents are true and correct in all material respects with respect to the Borrower; provided,
however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; (b) that there has not been and there does not exist a Material Adverse Change; and (c)
other than as updated on Exhibit A attached hereto, the information included in the Perfection Certificate delivered to Lender
on the First Amendment Effective Date are true and correct in all material respects. For the purposes of this Section 4, (i) each
reference in Articles 3 and 4 of the Loan and Security Agreement to “this Agreement,” and the words “hereof,”
“herein,” “hereunder,” or words of like import in such Section, shall mean and be a reference to the Loan and
Security Agreement as amended by this Amendment, and (ii) any representations and warranties which relate solely to an earlier date shall
not be deemed confirmed and restated as of the date hereof (provided that such representations and warranties shall be true, correct and
complete as of such earlier date).


 


SECTION
5 Miscellaneous.


 


(a)
Loan Documents Otherwise Not Affected; Reaffirmation. Except as expressly amended pursuant hereto or referenced or provided
herein, the Loan and Security Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby
ratified and confirmed in all respects. Lender’s execution and delivery of, or acceptance of, this Amendment shall not be deemed
to create a course of dealing or otherwise create any express or implied duty by Lender to provide any other or further amendments, consents
or waivers in the future. The Borrower hereby reaffirms the grant of security under Article 3 of the Loan and Security Agreement and hereby
reaffirms that such grant of security in the Collateral secures all Obligations under the Loan and Security Agreement.


 


(b) Release. In
consideration of the agreements of Lender contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, on behalf of themselves and their successors, assigns, and other legal
representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, and its
successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors,
officers, attorneys, employees, agents and other representatives (Lender and all such other persons being hereinafter referred to
collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes
of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and
any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature,
both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now own, hold, have
or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever
which arises at any time on or prior to the day and date of this Amendment, for or on account of, or in relation to, or in any way
in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower
understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used
as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach
of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be
asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release
set forth above. For the avoidance of doubt, the release set forth above shall not release Lender from its ongoing obligations under
the Loan Documents.


 



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(c)
No Reliance. The Borrower hereby acknowledges and confirms to Lender that the Borrower is executing this Amendment on the
basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication
by or on behalf of any other Person.


 


(d) Costs
and Expenses. The Borrower agrees to pay to Lender within ten (10) days of the date of Lender’s invoice all Lender’s
Expenses, and any other fees, costs, or expenses, if any, to the extent not paid pursuant to Section 3(b) above.


 


(e)
Binding Effect. This Amendment binds and is for the benefit of the successors and permitted assigns of each party.


 


(f) Governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THAT
WOULD RESULT IN THE APPLICATION OF ANY LAWS OTHER THAN THE LAWS OF THE STATE OF CALIFORNIA).


 


(g)
Complete Agreement; Amendments. This Amendment and the other Loan Documents represent the entire agreement about this subject
matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations,
warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment
and the Loan Documents.


 


(h) Severability of Provisions.
Each provision of this Amendment is severable from every other provision in determining the enforceability of any provision.


 


(i) Counterparts.
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when
executed and delivered, is an original, and all taken together, constitute one Amendment. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile, portable document format (.pdf) or other electronic transmission will be as effective
as delivery of a manually executed counterpart hereof.


 


(j) Waiver.
Lender hereby waives all Events of Default, including under clauses (b) and (d) of the definition thereof, that may have arisen as a
result of (i) the failure to disclose Borrower’s ownership interest in Cepton Technologies Holdings as of the Closing Date,
including in the Perfection Certificate and Schedule I to the Pledge Agreement, (ii) the maintenance of Borrower’s Investment
in Cepton Technologies Holdings as of the Closing Date, (iii) the failure to pledge Borrower’s ownership interests in Cepton
Technologies Holdings under the Pledge Agreement as of the Closing Date, or the (iv) the failure to satisfy any notice obligations
in connection with the foregoing.


 


(SIGNATURES ON NEXT PAGE)


 






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IN WITNESS WHEREOF, the parties hereto have
duly executed this Second Amendment, as of the date first above written.


 


LENDER:


 


By: TRINITY CAPITAL INC.,


a Maryland corporation


 


	By:	/s/ Sarah
    Stanton	 
	Name: 	Sarah Stanton	 
	Its:	General Counsel and General Compliance Officer



 


BORROWER:


 


CEPTON TECHNOLOGIES, INC.,


a Delaware corporation


 


	By:	/s/ Jun
    Pei	 
	Name: 	Jun Pei	 
	Its:	President and Chief Executive Officer	 



 


[Signature Page to Second Amendment]


 



     


     


    

 


EXHIBIT A


Updates to the Perfection Certificate


 


NONE


 


 


 


 


 


 


 


 


 


 


[Signature Page to Second Amendment]