Exhibit 10.1


 


STOCKHOLDER SUPPORT AGREEMENT


 


This Stockholder Support Agreement
(this “Agreement”), dated as of August 4, 2021, is entered into by and among Growth Capital Acquisition Corp.,
a Delaware corporation (“GCAC”), GCAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of GCAC (“Merger
Sub”), Cepton Technologies, Inc., a Delaware corporation (the “Company”), and [•], a [•]
(the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed
to them in the Business Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS, GCAC, the Company,
and Merger Sub have previously entered into a Business Combination Agreement, dated as of August 4, 2021 (as amended, supplemented,
restated or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which (and subject
to the terms and conditions set forth therein) (i) GCAC and the Company will enter into a business combination transaction pursuant
to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a
wholly owned subsidiary of GCAC (the Company, in its capacity as the surviving corporation of the Merger, is sometimes referred to as
the “Surviving Corporation”), and (ii) by virtue of the Merger, the former stockholders of the Company will receive
newly issued shares of GCAC Class A Common Stock;


 


WHEREAS, as of the date hereof,
the Stockholder is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”))
of and is entitled to dispose of and vote the shares of Company Common Stock, Company Class F Stock and Company Preferred Stock set
forth on the Stockholder’s signature page hereto (the “Owned Shares”; the Owned Shares and any additional
Company Securities (or any securities convertible into or exercisable or exchangeable for Company Securities) in which the Stockholder
acquires record and beneficial ownership after the date hereof, including, without limitation, by purchase, as a result of a stock dividend,
stock split, recapitalization, combination, reclassification, exchange or change of such securities, or upon exercise or conversion of
any securities, the “Covered Shares”); and


 


WHEREAS, as a condition and
inducement to the willingness of GCAC and Merger Sub to enter into the Business Combination Agreement, the Company agreed to deliver Stockholder
Support Agreements executed by the Requisite Stockholders within twenty four (24) hours of the execution and delivery of the Business
Combination Agreement.


 






     


     


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, GCAC, Merger Sub and the Stockholder hereby
agree as follows:


 


1.            Agreement
to Vote. Subject to the earlier termination of this Agreement in accordance with Section 3, the Stockholder, in its
capacity as a stockholder of the Company, irrevocably and unconditionally agrees that it shall, and shall cause any other
holder of record of any of the Stockholder’s Covered Shares to, validly execute and deliver to the Company, on (or effective
as of) the third (3rd) Business Day following the date that the Consent Solicitation Statement included in the Registration
Statement is disseminated by the Company to the Company’s stockholders (following the date that the Registration Statement
becomes effective), the written consent in the form attached hereto as Exhibit A in respect of all of the
Stockholder’s Covered Shares. In addition, prior to the Termination Date (as defined herein), the Stockholder, in its capacity
as a stockholder of the Company, irrevocably and unconditionally agrees that, at any meeting of the stockholders of the Company
(whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or
postponement thereof), and in connection with any written consent of stockholders of the Company, the Stockholder shall, and shall
cause any other holder of record of any of the Stockholder’s Covered Shares to:


 


(a)            if
and when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present
thereat for the purpose of establishing a quorum;


 


(b)            vote
(or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such
consent to be granted with respect to), all of the Stockholder’s Covered Shares owned as of the record date for such meeting (or
the date that any written consent is executed by the Stockholder) in favor of the Merger and the adoption of the Business Combination
Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions
contemplated by the Business Combination Agreement, including, without limitation, any actions necessary to effectuate the Company Preferred
Stock Conversion and the Company Class F Stock Conversion; and


 


(c)            vote
(or execute and return an action by written consent), or cause to be voted at such meeting, or validly execute and return and cause such
consent to be granted with respect to, all of the Stockholder’s Covered Shares against any Company Acquisition Proposal and any
other action that (i) would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the
Merger or any of the other transactions contemplated by the Business Combination Agreement (including the Company Preferred Stock Conversion
and the Company Class F Stock Conversion) or result in a breach of any covenant, representation or warranty or other obligation or
agreement of the Company under the Business Combination Agreement or (ii) would result in the failure of any condition set forth
in Section 8.01, Section 8.02 or Section 8.03 of the Business Combination Agreement to be satisfied or result in a breach
of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Agreement or (iii) would
reasonably be expected to result in a breach of Section 7.05(a) of the Business Combination Agreement.


 






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(d)            During
the period commencing on the date hereof and ending upon the Termination Date, Stockholder, with respect to all of the Owned Shares,
hereby irrevocably grants to, and appoints, GCAC and any designee of GCAC (determined in GCAC’s sole discretion) as
Stockholder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in
Stockholder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable) any Owned Shares
(whether beneficially or of record) by Stockholder in accordance with Sections 1(a) through (c) hereof; provided, that
Stockholder’s grant of the proxy contemplated by this Section 1(d) shall be effective if, and only if, Stockholder
has not delivered to the Company at least one (1) Business Day prior to the meeting, or within at least three (3) Business
Days of the Company’s request for a written consent, at or on which any of the matters described in this Section 1 are to
be considered, a duly executed proxy card directing that the Owned Shares of such Stockholder be voted in accordance with this
Section 1; provided, further, that any grant of such proxy shall only entitle GCAC or its designee to vote on the matters
specified by Sections 1(a) through (c), and Stockholder shall retain the authority to vote on all other matters. The proxy
granted by Stockholder pursuant to this Section 1(d) is irrevocable and is granted in consideration of GCAC entering into
this Agreement and the Business Combination Agreement and incurring certain related fees and expenses. Stockholder hereby affirms
that such irrevocable proxy is coupled with an interest by reason of the Business Combination Agreement and, except upon the
termination of this Agreement in accordance with Section 3, is intended to be irrevocable.


 


The obligations of the Stockholder specified
in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of
the Company.


 


2.            No
Inconsistent Agreements. The Stockholder hereby covenants and agrees that the Stockholder shall not, at any time prior to the Termination
Date, (i) enter into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent
with the Stockholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any
of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, or
(iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent
it from satisfying, its obligations pursuant to this Agreement.


 


3.            Termination.
This Agreement shall automatically terminate, without any notice or other action by any party, be void ab initio and no party shall
have any further obligations or liabilities under this Agreement, upon the earliest of (i) the Effective Time, (ii) the termination
of the Business Combination Agreement in accordance with its terms or (iii) the time this Agreement is terminated upon the mutual
written agreement of GCAC, Merger Sub and the Stockholder (in each case, without the Stockholder’s prior written consent) (the earliest
such date under clause (i), (ii) or (iii) being referred to herein as the “Termination Date”); provided,
that the provisions set forth in Sections 10 to 23 shall survive the termination of this Agreement; provided, further, that
termination of this Agreement shall not relieve any party hereto from any liability for any Willful Breach of, or actual and intentional
fraud in connection with, this Agreement prior to such termination.


 






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4.            Representations
and Warranties of the Stockholder. The Stockholder hereby represents and warrants to GCAC and Merger Sub as to itself as follows:





 


(a)            The
Stockholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good,
valid and marketable title to, the Owned Shares, free and clear of Liens other than as created by this Agreement and Permitted Liens.
As of the date hereof, other than the Owned Shares and any other shares of capital stock of the Company that become Covered Shares that
the Stockholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance
with, Section 6.01(b)(ii) of the Business Combination Agreement, the Stockholder does not own beneficially or of record any
shares of capital stock of the Company (or any securities convertible into shares of capital stock of the Company).


 


(b)            The
Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions
with respect to the matters set forth herein, in each case, with respect to the Stockholder’s Covered Shares, (ii) has not
entered into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with
the Stockholder’s obligations pursuant to this Agreement other than that certain Second Amended and Restated Investors’ Rights
Agreement, dated as of February 4, 2020, by and among the Company and other parties thereto (the “IRA”) (provided,
however, that the Stockholder hereby agrees to consent to, and to take such other actions as are reasonably necessary to cause, the termination
of the IRA at or prior to the Closing) and that certain Amended and Restated Right of First Refusal and Co-Sale Agreement (the “ROFR
Agreement”) (provided, however, that the Stockholder hereby agrees to consent to, and to take such other actions are reasonably
necessary to cause, the termination of the ROFR Agreement at or prior to the Closing), (iii) has not granted a proxy or power of
attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant
to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere
with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.


 


(c)            The
Stockholder (i) if a legal entity, is duly organized, validly existing and, to the extent such concept is applicable, in good standing
under the Laws of the jurisdiction of its organization and has all requisite corporate or other power and authority and has taken all
corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby or (ii) if an individual, has legal competence and capacity to enter into this Agreement and all
necessary authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a valid and binding agreement of the Stockholder
enforceable against the Stockholder in accordance with its terms, subject to the Remedies Exceptions.


 


(d)            Other
than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings,
notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are
required to be obtained by the Stockholder from, or to be given by the Stockholder to, or be made by the Stockholder with, any
Governmental Authority in connection with the execution, delivery and performance by the Stockholder of this Agreement, the
consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and
obligations under this Agreement that relate to the provisions of the Business Combination Agreement).


 






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(e)            The
execution, delivery and performance of this Agreement by the Stockholder do not, and the consummation of the transactions contemplated
hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions
of the Business Combination Agreement) will not, constitute or result in (i) if the Stockholder is a legal entity, a breach or violation
of, or a default under, the certificate of incorporation, bylaws, limited liability company agreement or similar governing documents of
the Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination)
of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation
of a Lien on the Covered Shares (other than Permitted Liens) pursuant to any contract binding upon the Stockholder or, assuming (solely
with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d),
under any applicable Law to which the Stockholder is subject, or (iii) any change in the rights or obligations of any party under
any contract legally binding upon the Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such
breach, violation, termination, default, creation, loss, acceleration, Lien or change that would not, individually or in the aggregate,
reasonably be expected to prevent or materially delay or impair the Stockholder’s ability to perform its obligations hereunder or
to consummate the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations
under this Agreement that relate to the provisions of the Business Combination Agreement).


 


(f)            As
of the date of this Agreement, there is no action, proceeding or, to the Stockholder’s knowledge, investigation pending against
the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record ownership
of the Stockholder’s Owned Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under
this Agreement.


 


(g)            The
Stockholder understands and acknowledges that GCAC and Merger Sub entered into the Business Combination Agreement in reliance upon the
execution and delivery of this Agreement by the Stockholder and the representations, warranties, covenants and other agreements of the
Stockholder contained herein.


 


(h)            No
investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s
or other similar fee or commission for which GCAC, Merger Sub or the Company is or will be liable in connection with the
transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Stockholder, on behalf of the
Stockholder, other than, for the avoidance of doubt, the Company’s engagement of any investment banker, broker, finder or
other intermediary as set forth in the Company Disclosure Schedule.


 






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5.            Certain
Covenants of the Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as
follows:


 


(a)            The
Stockholder hereby agrees not to, directly or indirectly, and shall not, prior to the Termination Date, authorize or encourage any of
its Affiliates or any of its or their representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or
continue inquiries regarding a Company Acquisition Proposal; (ii) enter into discussions or negotiations with, or furnish or disclose
any non-public information about the Company to, any Person in connection with or that could reasonably be expected to lead to a possible
Company Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding a Company
Acquisition Proposal. If the Stockholder or, to the knowledge of the Stockholder, any of its Affiliates receives any inquiry or proposal
regarding a Company Acquisition Proposal, then the Stockholder shall reasonably promptly notify such Person indicating only that it is
subject to an exclusivity agreement that prohibits it from considering such inquiry or proposal and, in such event, the Stockholder shall
(A) notify GCAC promptly upon receipt of any Company Acquisition Proposal by the Stockholder, and describe the material terms and
conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition
Proposal) and (B) keep GCAC reasonably informed on a current basis of any modifications to such offer or information. The Stockholder
shall immediately cease and cause to be terminated, and shall use reasonable best efforts to cause its Affiliates and all of its and their
representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore
with respect to, or that could lead to, a Company Acquisition Proposal.


 


(b)            The
Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation
of the Merger, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger
(including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of
Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract or
option with respect to the Transfer of any of the Stockholder’s Covered Shares, or (ii) take any action that would make
any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or
materially delaying the Stockholder from or in performing its obligations under this Agreement; provided, however,
that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Stockholder, (B) occurring by will, testamentary
document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to community property
laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted
Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably
satisfactory in form and substance to GCAC, to assume all of the obligations of the Stockholder under, and be bound by all of
the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further,
that any Transfer permitted under this Section 5(b) shall not relieve the Stockholder of its obligations under this
Agreement. Any Transfer in violation of this Section 5(b) with respect to the Stockholder’s Covered Shares shall be
null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a
Stockholder.


 






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(c)            The
Stockholder agrees to execute and deliver such documentation as may be reasonably necessary or reasonably requested to terminate, effective
upon and contingent upon the Closing, any Company Affiliate Agreement to which the Stockholder is a party that is contemplated to be terminated
in connection with the transactions contemplated by the Business Combination Agreement.


 


(d)            The
Stockholder agrees that effective upon and contingent upon the Closing, (i) each of (x) that certain Second Amended and Restated
Investors’ Rights Agreement dated as of February 4, 2020 by and among the Company and the other parties thereto (as amended,
restated, supplemented or otherwise modified); (y) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement
dated as of February 4, 2020 by and among the Company and the other parties thereto (as amended, restated, supplemented or otherwise
modified); and (z) any side letters entered into by and between the Stockholder and the Company, be terminated; and (ii) to
execute and deliver such documentation as may be reasonably necessary or reasonably requested in connection with such terminations.


 


(e)            The
Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office
of the Company.


 


6.            Further
Assurances. From time to time, at GCAC’s request and without further consideration, the Stockholder shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions
and consummate the transactions contemplated by this Agreement. The Stockholder further agrees not to commence or participate in, and
to take all actions necessary to opt out of any class action with respect to, any action or claim, derivative or otherwise, against GCAC
or Merger Sub or their respective Affiliates, the Sponsor, the Company or any of their respective successors and assigns relating to the
negotiation, execution or delivery of this Agreement, the Business Combination Agreement (including the Per Share Stock Consideration)
or the consummation of the transactions contemplated hereby and thereby.


 


7.            Disclosure.
The Stockholder hereby authorizes the Company and GCAC to publish and disclose in any announcement or disclosure to the extent
required by Law or by rule or regulation of the SEC or Nasdaq the Stockholder’s identity and ownership of the Covered
Shares and the nature of the Stockholder’s obligations under this Agreement; provided, that prior to any such
publication or disclosure, if permitted under such Law, rule or regulation, the Company and GCAC have provided the Stockholder
with a reasonable opportunity to review and comment upon such announcement or disclosure, which comments the Company and GCAC
will consider in good faith.


 


8.            Changes
in Capital Stock. In the event of a stock split, stock dividend or distribution, or any change in the Company’s capital stock
by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms
 “Owned Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock
dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which
are received in such transaction.


 






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9.            Amendment
and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise,
except by an instrument in writing signed by GCAC, Merger Sub, the Company and the Stockholder.


 


10.            Waiver.
Any party to this Agreement may, at any time prior to the Termination Date, waive any of the terms or conditions of this Agreement pursuant
to an instrument in writing signed by the party or parties to be bound thereby, or agree to an amendment or modification to this Agreement
in the manner contemplated by Section 9 and by an agreement in writing executed in the same manner (but not necessarily by
the same Persons) as this Agreement.


 


11.            Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
(i) when delivered in Person, (ii) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service
or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), in each case to
the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance
with this Section 11):


 


If to GCAC or Merger
Sub, to it at:


 


Growth Capital
Acquisition Corp.


300 Park Avenue, 16th Floor


New York, NY 10022


Attention: Prokopios “Akis” Tsirigakis and George Syllantavos


Email: atsirigakis@nautiluscorp.com
and gs@stellaracquisition.com


 


with a copy (which
shall not constitute notice) to:


 


Ellenoff Grossman & Schole LLP 


1345 Avenue of the Americas, 11th Floor 


New York, NY 10105 


Attention: Barry I. Grossman 





Email: bigrossman@egsllp.com


 


If to the Company, to it at:


 


Cepton Technologies, Inc.


399 West Trimble Road 


San Jose, CA 95131 


Attention: Jun Pei and Winston Fu 


Email: jun.pei@cepton.com and winston.fu@cepton.com


 






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with a copy (which shall not constitute
notice) to: 


 


O’Melveny & Myers LLP 


2765 Sand Hill Road 


Menlo Park, CA 94025 


Attention: Paul Sieben and Noah Kornblith


Email:
psieben@omm.com and nkornblith@omm.com


 


If to the Stockholder, to such address indicated
on the Company’s records with respect to the Stockholder or to such other address or addresses as the Stockholder may from time
to time designate in writing.


 


12.            No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in GCAC any direct or indirect ownership or incidence
of ownership of or with respect to the Covered Shares of the Stockholder. All rights, ownership and economic benefits of and relating
to the Covered Shares of the Stockholder shall remain vested in and belong to the Stockholder, and GCAC shall have no authority to manage,
direct, restrict, regulate, govern or administer any of the policies or operations of Company or exercise any power or authority to direct
the Stockholder in the voting or disposition of any of the Stockholder’s Covered Shares, except as otherwise provided herein.


 


13.            Entire
Agreement. This Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this
Agreement that relate to the provisions of the Business Combination Agreement) constitute the entire agreement among the parties
relating to the subject matter hereof and supersede any other agreements, whether written or oral, that may have been made or
entered into by or among any of the parties hereto or any of their respective Affiliates relating to the transactions contemplated
hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the matters
contemplated by this Agreement exist between the parties except as expressly set forth or referenced in this Agreement
(including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the
provisions of the Business Combination Agreement).


 


14.            No
Third-Party Beneficiaries. The Stockholder hereby agrees that its representations, warranties and covenants set forth herein are solely
for the benefit of GCAC and Merger Sub in accordance with and subject to the terms of this Agreement, and this Agreement is not intended
to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon
the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced
against, and any Action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance
of this Agreement may only be made against, the Persons expressly named as parties hereto; provided, that the Company shall be
an express third-party beneficiary with respect to Section 4, Section 5(b), Section 5(c) and Section 7 hereof.


 


15.            Governing
Law and Venue; Service of Process; Waiver of Jury Trial.


 


(a)            This
Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated
hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles
or rules of conflict of laws that would result in the application of any other jurisdiction’s Laws.


 






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(b)            Each
of the parties irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware,
provided, that if subject matter jurisdiction over the matter that is the subject of the legal proceeding is vested exclusively in
the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court for the District of Delaware (together with
the Court of Chancery of the State of Delaware “Chosen Courts”), in connection with any matter based upon or
arising out of this Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such
Person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be
brought or is not maintainable in the Chosen Courts, (iii) such Person’s property is exempt or immune from execution,
(iv) such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding is improper. Each
party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to
service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified
mail, return receipt requested, at its address specified pursuant to Section 11, agrees that process may be served upon
them in any manner authorized by the laws of the State of Delaware for such Persons and waives and covenants not to assert or plead
any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 15,
a party may commence any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of
enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED,
EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS
AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF
JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL
PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


16.            Assignment;
Successors. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any attempted assignment in violation of the terms of this Section 16 shall be null and void, ab initio.


 






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17.            Trust
Account Waiver. Notwithstanding anything to the contrary set forth herein, the Stockholder acknowledges that it has read the
Prospectus and understands that GCAC has established the Trust Account containing the proceeds of IPO and the overallotment shares
acquired by its underwriters from certain private placements occurring simultaneously with the IPO (including interest accrued from
time to time thereon for the benefit of the Public Stockholders, and that, except as otherwise described in the Prospectus, GCAC may
disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their GCAC
Class A Common Stock pursuant to the Redemption in connection with the consummation of GCAC’s Business Combination or in
connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if GCAC fails
to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension by amendment to
GCAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, as
necessary to pay any Taxes, or (d) to GCAC after or concurrently with the consummation of a Business Combination. For and in
consideration of GCAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Stockholder hereby agrees on behalf of itself and its Affiliates that, notwithstanding anything to
the contrary in this Agreement, neither the Stockholder nor any of its Affiliates do now or shall at any time hereafter have any
right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim
against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in
connection with or relating in any way to, this Agreement or the Transaction Documents or any proposed or actual business
relationship between GCAC or its Representatives, on the one hand, and the Stockholder or its Representatives, on the other hand, or
any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability
(any and all such claims are collectively referred to hereafter as the “Released Claims”). The Stockholder on
behalf of itself and its Affiliates hereby irrevocably waives any Released Claims that the Stockholder or any of its Affiliates may
have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any
negotiations or Contracts with GCAC or its Representatives and will not seek recourse against the Trust Account (including any
distributions therefrom) for any reason whatsoever (including an alleged breach of this Agreement or any other agreement with GCAC
or its Affiliates). The Stockholder agrees and acknowledges that such irrevocable waiver is material to this Agreement and
specifically relied upon by GCAC and its Affiliates to induce GCAC to enter in this Agreement, and the Stockholder further intends
and understands such waiver to be valid, binding and enforceable against the Stockholder and each of its Affiliates under
applicable Law. To the extent the Stockholder or any of its Affiliates commences any action or proceeding based upon, in connection
with, relating to or arising out of any matter relating to GCAC or its Representatives, which proceeding seeks, in whole or in part,
monetary relief against GCAC or its Representatives, the Stockholder hereby acknowledges and agrees that the Stockholder’s and
its Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the
Stockholder or its Affiliates (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against
the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event the Stockholder or any of
its Affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to GCAC or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any
distributions therefrom) or the Public Stockholders of GCAC, whether in the form of money damages or injunctive relief, GCAC and its
Representatives, as applicable, shall be entitled to recover from the Stockholder and its Affiliates the associated legal fees and
costs in connection with any such action, in the event GCAC or its Representatives, as applicable, prevails in such action or
proceeding. Notwithstanding anything in this Agreement to the contrary, the provisions of this paragraph shall survive indefinitely
with respect to the obligations set forth in this Agreement.


 






    11


     


    

 


18.            Non-Recourse.
This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement
or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then
only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this
Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past,
present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative
or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member,
partner, stockholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability
(whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other
obligations or liabilities of any one or more of GCAC, Merger Sub or the Stockholder under this Agreement of or for any claim based on,
arising out of, or related to this Agreement or the transactions contemplated hereby.


 


19.            Enforcement.
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would
occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its
specified terms or otherwise breach such provisions. The parties acknowledge and agree that (a) the parties shall be entitled
to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof, including the Stockholder’s obligations to vote its Covered Shares as provided in this
Agreement, without proof of damages, this being in addition to any other remedy to which they are entitled under this
Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and
without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the
granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or
that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The parties acknowledge and
agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in accordance with this Section 19 shall not be required to provide any bond or other
security in connection with any such injunction.


 


20.            Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held
invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining
provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or
otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable
provision giving effect to the intent of the parties.


 


21.            Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement shall become effective when each party shall have received a counterpart
hereof signed by all of the other parties. Signatures delivered electronically or by facsimile shall be deemed to be original signatures.


 






    12


     


    

 


22.            Interpretation
and Construction. The words “hereof,” “herein” and “hereunder” and words of like import used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The descriptive headings
used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation
of this Agreement. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement
shall be deemed to include the plural, and any plural term the singular. The definitions contained in this Agreement are applicable to
the masculine as well as to the feminine and neuter genders of such term. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,”
whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable
terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any
statute shall be deemed to refer to such statute and to any rules or regulations promulgated thereunder. References to any Person
include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from
and including such date or through and including such date, respectively. In the event an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.


 





23.            Capacity
as a Stockholder. Notwithstanding anything herein to the contrary, the Stockholder signs this
Agreement solely in the Stockholder’s capacity as a stockholder of the Company, and not in any other capacity and this Agreement
shall not limit or otherwise affect the actions or inactions of any affiliate, representative, employee or designee of the Stockholder
or any of its affiliates in his or her capacity, if applicable, as an officer, director or fiduciary of the Company or any of its Subsidiaries
or any other Person.


 


24.            Appraisal
Rights. Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights, dissenter’s rights
or similar rights (whether under the DGCL or other applicable Law) in connection with the Merger.


 


25.            Representation
of the Company. Stockholder acknowledges and agrees that it has had an adequate opportunity to review this Agreement with its counsel
prior to executing this Agreement.  Stockholder further acknowledges and agrees that O’Melveny & Myers LLP represents
the Company only, and such law firm does not represent the Stockholder in connection with the Business Combination Agreement,
this Agreement or any of the transactions contemplated thereby or hereby.


 


[The remainder of this page is intentionally
left blank.]





 






    13


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	GROWTH
    CAPITAL ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 Prokopios “Akis” Tsirigakis 
	 	Title:	Chairman and Co-CEO
	 	 	 
	 	By:	 
	 	Name:	George Syllantavos 
	 	Title:	Co-CEO and CFO
	 	 
	 	GCAC
    MERGER SUB INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 





[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	Cepton
    Technologies, Inc..
	 	 
	 	By: 	 
	 	Name:	Jun
    Pei 
	 	Title:	Chief
    Executive Officer




 





[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	TIANJIN
    HICEPTON TECHNOLOGIES PARTNERSHIP (LIMITED PARTNERSHIP)
	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title:




 


	 	Company
    Shares Held:
	 	 
	 	Common Stock: 	 
	 	 
	 	Class F Stock: 	 
	 	 
	 	Series A Preferred Stock:	 
	 	 
	 	Series B Preferred Stock: 	2,400,000
	 	 
	 	Series B-1 Preferred Stock:	 
	 	 
	 	Series C Preferred Stock: 	 




 


[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	By:	 
	 	 	Name: Jun Pei



 


	 	Company
    Shares Held:
	 	 
	 	Common Stock: 	 
	 	 
	 	Class F Stock: 	 
	 	 
	 	Series A Preferred Stock: 	500,000
	 	 
	 	Series B Preferred Stock: 	 
	 	 
	 	Series B-1 Preferred Stock: 	 
	 	 
	 	Series C Preferred Stock: 	 







 


[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	PEI
    2000 TRUST
	 	 
	 	By:	 
	 	 	Name:
    Jun Pei 
	 	 	Title:
    Trustee
	 	 
	 	By:	 
	 	 	Name:
    Yiyan Liu 
	 	 	Title:
    Trustee




 


	 	Company
    Shares Held:
	 	 
	 	Common
    Stock: 7,900,000
	 	 
	 	Class F
    Stock: 3,920,143
	 	 
	 	Series A Preferred Stock: 	 
	 	 
	 	Series B Preferred Stock: 	 
	 	 
	 	Series B-1 Preferred Stock: 	 
	 	 
	 	Series C Preferred Stock: 	 




 





[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


 


		By:	 
			Name: Jun Ye



 


	 	Company
    Shares Held:
	 	 
	 	Common
    Stock: 5,500,000
	 	 
	 	Class F
    Stock: 2,500,000
	 	 
	 	Series A
    Preferred Stock: 500,000
	 	 
	 	Series B Preferred Stock: 	 
	 	 
	 	Series B-1 Preferred Stock: 	 
	 	 
	 	Series C Preferred Stock: 	 




 





[Signature Page to Stockholder Support Agreement]


 






     


     


    

 



 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized) as of the date
first written above.


 


	 	JUN YE & HUIQING WANG, AS
    TRUSTEES OF THE LYNNELLE LIN YE IRREVOCABLE TRUST DATED DECEMBER 8, 2020
	 	 
	 	By:	 
	 	 	Name: Jun Ye 
	 	 	Title: Trustee
	 	 
	 	By:	 
	 	 	Name: Huiqing Wang
	 	 	Title: Trustee



 


	 	Company Shares Held:
	 	 
	 	Common Stock: 1,000,000
	 	 
	 	Class F Stock: 	 
	 	 
	 	Series A Preferred Stock:	 
	 	 
	 	Series B Preferred Stock: 	
	 	 
	 	Series B-1 Preferred Stock:	 
	 	 
	 	Series C Preferred Stock:	 




 


[Signature Page to Stockholder Support Agreement] 


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other
authorized Persons thereunto duly authorized) as of the date first written above.


 


	 	JUN YE & HUIQING WANG, AS TRUSTEES OF THE BRION QI YE IRREVOCABLE TRUST DATED DECEMBER 8, 2020
	 	 
	 	By:	 
	 	 	Name: Jun Ye
	 	 	Title: Trustee
	 	 
	 	By:	 
	 	 	Name: Huiqing Wang 
	 	 	Title: Trustee




 


	 	Company Shares Held:
	 	 
	 	Common Stock: 1,000,000
	 	 
	 	Class F Stock:	 
	 	 
	 	Series A Preferred Stock:	 
	 	 
	 	Series B Preferred Stock:	 
	 	 
	 	Series B-1 Preferred Stock:	 
	 	 
	 	Series C Preferred Stock:	 




 


[Signature Page to Stockholder Support Agreement] 


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other
authorized Persons thereunto duly authorized) as of the date first written above.


 


	 	By:	 
	 	 	Name: Yixin Liu




 


	 	Company Shares Held:
	 	 
	 	Common Stock:1,600,000
	 	 
	 	Class F Stock:	 
	 	 
	 	Series A Preferred Stock:	
	 	 
	 	Series B Preferred Stock:	
	 	 
	 	Series B-1 Preferred Stock:	
	 	 
	 	Series C Preferred Stock:	




 



[Signature Page to Stockholder Support Agreement] 


 






    


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other
authorized Persons thereunto duly authorized) as of the date first written above.


 


	 	By:	 
	 	 	Name: Yupeng Cui




 


	 	Company Shares Held:
	 	 
	 	Common Stock: 3,000,000
	 	 
	 	Class F Stock: 952,000
	 	 
	 	Series A Preferred Stock:	 
	 	 
	 	Series B Preferred Stock:	
	 	 
	 	Series B-1 Preferred Stock:	
	 	 
	 	Series C Preferred Stock:	




 


[Signature Page to Stockholder Support Agreement] 


 






    


     


    

  


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


  


	 	By:	 
	 	 	Name: Mark McCord




 


	 	Company Shares Held:
	 	 
	 	Common Stock: 3,000,000
	 	 
	 	Class F Stock: 1,000,000
	 	 
	 	Series A Preferred Stock: 250,000
	 	 
	 	Series B Preferred Stock:	
	 	 
	 	Series B-1 Preferred Stock:	
	 	 
	 	Series C Preferred Stock:	




 


[Signature Page to Stockholder Support Agreement] 


 






    


     


    

  


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	GP2020 TRUST
	 	 
	 	By:	 
	 	 	Name: Yixin Liu
	 	 	Title: Trustee




 


	 	Company Shares Held:
	 	 
	 	Common Stock: 1,250,000
	 	 
	 	Class F Stock:	
	 	 
	 	Series A Preferred Stock:	
	 	 
	 	Series B Preferred Stock:	 
	 	 
	 	Series B-1 Preferred Stock:	 
	 	 
	 	Series C Preferred Stock:	 




 


[Signature Page to Stockholder Support Agreement] 


 



    


     


    




 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


  


	 	BP2020 TRUST
	 	 
	 	By:	 
	 	 	Name: Yixin Liu
	 	 	Title: Trustee




 


	 	Company Shares Held:
	 	 
	 	Common Stock: 1,250,000
	 	 
	 	Class F Stock:	
	 	 
	 	Series A Preferred Stock:	 
	 	 
	 	Series B Preferred Stock:	 
	 	 
	 	Series B-1 Preferred Stock:	 
	 	 
	 	Series C Preferred Stock:	




 


[Signature Page to Stockholder Support Agreement] 


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


  


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




 





	 	Company Shares Held:
	 	 
	 	Common Stock:	 
	 	 
	 	Class F Stock:	
	 	 
	 	Series A Preferred Stock:	 
	 	 
	 	Series B Preferred Stock:	 
	 	 
	 	Series B-1 Preferred Stock:	 
	 	 
	 	Series C Preferred Stock:	5,971,147


 




[Signature Page to Stockholder Support Agreement] 


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


	 	 
	 	LDV PARTNERS FUND I, L.P.
	 	 
	 	By: LDV Partners I (GP), Ltd
	 	Its General Partner
	 	 
	 	By:	 
	 	 	Name: Winston Fu
	 	 	Title: Director




 


	 	Company Shares Held:
	 	 
	 	Common Stock: 1,350,000
	 	 
	 	Class F Stock:	
	 	 
	 	Series A Preferred Stock: 3,765,000
	 	 
	 	Series B Preferred Stock: 368,000
	 	 
	 	Series B-1 Preferred Stock: 735,394
	 	 
	 	Series C Preferred Stock: 268,702



 


[Signature Page to Stockholder Support Agreement] 




 






     


     


    

 


Exhibit A

Form of Written Consent


 


WRITTEN CONSENT IN LIEU OF A

MEETING OF STOCKHOLDERS

OF

CEPTON TECHNOLOGIES, INC.


 


The undersigned (the “Stockholder”),
being a holder of record of capital stock of Cepton Technologies, Inc., a Delaware corporation (the “Company”),
acting with respect to all shares of such capital stock that the Stockholder owns or otherwise possesses the power to vote and/or in his,
her or its personal capacity, as applicable, hereby consents to the adoption of the following resolutions in lieu of a meeting of stockholders
of the Corporation pursuant to Section 228 of the General Corporation Law of the State of Delaware:


 


WHEREAS, the Company
is a party to that certain Business Combination Agreement, dated as of August 4, 2021 (as amended, supplemented, restated or otherwise
modified from time to time, the “Business Combination Agreement”), by and among Growth Capital Acquisition Corp., a
Delaware corporation (“GCAC”), GCAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of GCAC (“Merger
Sub”), and the Company, pursuant to which, among other things, on the terms and conditions set forth therein, Merger Sub will
merger with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary
of GCAC;


 


WHEREAS, capitalized
terms used but not otherwise defined in this written consent have the respective meanings ascribed to them in the Business Combination
Agreement;


 


WHEREAS, the Business
Combination Agreement further contemplates that, prior to the Effective Time, (i) each share of Company Class F Stock issued
and outstanding shall be converted immediately prior shall be automatically converted immediately prior to the Effective Time into a number
of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to the Company Charter in accordance with
the terms of the Company Charter (the “Company Class F Stock Conversion”) and (ii) each share of Company
Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be automatically converted immediately prior
to the Effective Time into a number of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to
the Company Charter in accordance with the terms of the Company Charter (the “Company Preferred Stock Conversion”);


 


WHEREAS, the Board
of Directors of the Company has declared the Business Combination Agreement to be advisable and recommended that the stockholders of the
Company approve and adopt the Business Combination Agreement, the Merger and the other Transaction (including the Company Class F
Stock Conversion and Company Preferred Stock Conversion);


 






    A-1 


     


    

 


WHEREAS, the Stockholder
desires to (i) approve and adopt the Business Combination Agreement and the Merger, (ii) to the extent the Stockholder possesses
the right to vote any shares of Company Class F Stock and/or Company Preferred Stock, approve and specify the effective time of the
Company Class F Stock Conversion and/or Company Preferred Stock Conversion, as applicable, and (iii) to the extent the Stockholder’s
consent or approval to any action is necessary, directly or indirectly, to effect the Transactions in accordance with the terms and conditions
of the Business Combination Agreement, grant such consent or approval to the taking of such action;


 


WHEREAS, the Company
and certain of the Company’s stockholders are parties to (i) that certain Second Amended and Restated Investors’ Rights
Agreement dated as of February 4, 2020 by and among the Company and the other parties thereto (as amended, restated, supplemented
or otherwise modified); (ii) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of February 4,
2020 by and among the Company and the other parties thereto (as amended, restated, supplemented or otherwise modified); and (iii) certain
side letters entered into by and between the Company and its stockholders (collectively, the “Investor Agreements”); and


 


WHEREAS, the Company
desires to terminate the Investor Agreements as set forth above, effective immediately prior to, and contingent upon, the Closing of the
Merger.


 


NOW, THEREFORE,
BE IT:


 


RESOLVED, that the
Business Combination Agreement, the Merger and the transactions contemplated by the Business Combination Agreement be, and each hereby
is, adopted and approved in all respects; and be it further


 


RESOLVED, that,
to the extent the Stockholder possesses the right to vote any shares of Company Class F Stock, the Stockholder hereby consents to
the Company Class F Stock Conversion, and hereby specifies the effective time thereof to be immediately prior to the Effective Time,
for all purposes of the Company Charter; and be it further


 


RESOLVED, that,
to the extent the Stockholder possesses the right to vote any shares of Company Preferred Stock, the Stockholder hereby consents to the
Company Preferred Stock Conversion, and hereby specifies the effective time thereof to be immediately prior to the Effective Time, for
all purposes of the Company Charter; and be it further


 


RESOLVED, that, to the
extent the Stockholder’s consent or approval to any action is necessary, directly or indirectly, to effect the Transactions in
accordance with the terms and conditions of the Business Combination Agreement, the Stockholder hereby grants such consent or approval
to the taking of each and every such action; and be it further


 


RESOLVED, that each
of the Investor Agreements be, and hereby is, terminated effective immediately prior to, and contingent upon, the Closing of the Merger.


 


[Signature Page Follows]


 






    A-2


     


    

 


IN WITNESS WHEREOF, the Stockholder
has duly executed this written consent.


 


	 	[STOCKHOLDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title



 


 






    A-3