Exhibit
10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2021, by and among GROWTH CAPITAL ACQUISITION
CORP., a Delaware corporation (the “Company”), CEPTON TECHNOLOGIES, INC., a Delaware corporation (“Cepton”),
and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement
by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to
time, the “Purchase Agreement”).


 


WHEREAS:


 


Pursuant to that
certain Business Combination Agreement by and among the Company, Cepton, and GCAC Merger Sub Inc., a wholly owned subsidiary of
the Company (“Merger Sub”) dated as of August 4, 2021, the Company and Cepton intend to effect a merger of Merger Sub with
and into Cepton (the “Merger”) and, upon consummation of the Merger, Merger Sub will cease to exist and Cepton will become
a wholly owned subsidiary of the Company; and


 


From and after
the Merger, and subject to the terms and conditions set forth in the Purchase Agreement, the Company wishes to sell to the Investor, and
the Investor wishes to buy from the Company, up to One Hundred Million Dollars ($100,000,000) of Purchase Shares, and to induce the Buyer
to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933,
as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and applicable state securities
laws.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	DEFINITIONS.



 


As used in this Agreement, the following terms shall have
the following meanings:


 


(a) “Investor”
means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee
assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.


 


(b) “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


(c) “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


(d) “Registrable
Securities” means all of the Commitment Shares and all of the Purchase Shares that may, from time to time, be issued or
become issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any
and all shares of capital stock issued or issuable with respect to the Purchase Shares or the Commitment Shares or the Purchase
Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard
to any limitation on purchases under the Purchase Agreement.


 






     


    


    

 


(e) “Registration
Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.


 


		2.	REGISTRATION.



 


(a) Mandatory
Registration. The Company shall, within thirty (30) days following the date of consummation of the Merger, file with the SEC an initial
Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance
with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under
Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company
and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s
Common Stock then available for issuance in its Certificate of Incorporation and the Exchange Cap (as defined in the Purchase Agreement),
provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon
advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment
thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing
or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information
that could materially adversely affect the Company. The initial Registration Statement shall register only the Registrable Securities.
The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment
or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due
consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein.
The Company shall use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at
the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule
415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby
at all times until the earlier of (i) the date on which the Investor shall have resold all the Registrable Securities covered thereby
and no Available Amount remains under the Purchase Agreement, (ii) such Registrable Securities may be sold without registration pursuant
to Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement,
(iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount remains
under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading.


 


(b) Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant
to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales
of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review
and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments.
The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor
receives the substantially final pre-filing version of such prospectus.





 






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(c) Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section
2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any
limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable best efforts
to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.


 


(d) Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become
effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after
the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff
or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce
the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be
unreasonably withheld, of the Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff
and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in
Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section
2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and
the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement
to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s
obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


		3.	RELATED OBLIGATIONS.



 


With respect to
the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration
Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with
the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a) The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act in connection with
the offer, issuance and sale of the Registrable Securities.


 


(b) The
Company shall permit the Investor to review and comment upon the final pre- filing draft version of the Current Report at least two
(2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction
contemplated hereby, the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the
Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any
New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor
receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the
staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 






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(c) Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.


 


(d) Upon the request of the Investor, the
Company shall use reasonable best efforts to (i) register and qualify the resale by the Investor of the Registrable Securities
covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United
States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post- effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the
receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its
receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(e) As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other
number of copies as the Investor may reasonably request) , provided, however, that the Company may delay filing such supplement or amendment
if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially
affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially
adversely affect the Company. The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related information,
and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.





 






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(f) The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.


 


(g) The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section 3.


 


(h) The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to be
in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.


 


(i) The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


(j) If
reasonably requested by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the Investor,
incorporate in a prospectus supplement or post- effective amendment such information as the Investor reasonably requests be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number
of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities;
(ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the
matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement or New Registration Statement.


 


(k) The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(l) Within
one (1) Business Day after any Registration Statement which includes the Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies
to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit
A, or such other form acceptable to the Company’s Transfer Agent. Thereafter, if requested by the Investor at any time, the
Company shall require its counsel to deliver to the Investor a written confirmation whether the Registration Statement has been declared
effective under the Securities Act and if, to its knowledge, whether a stop order suspending the effectiveness of the Registration Statement
has been issued or threatened by the SEC.


 


(m) The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any Registration Statement.


 






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		4.	OBLIGATIONS OF THE INVESTOR.



 


(a) The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any
Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.


 


(b) The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any Registration Statement hereunder.


 


(c) The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies a notice
regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f) or of the supplemented or amended
prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause
its Transfer Agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale
prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f)
or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


		5.	EXPENSES OF REGISTRATION.



 


All reasonable expenses,
other than sales or brokerage commissions and fees incurred in connection with its sale of the Registrable Securities, including the fees
and disbursement of counsel for the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for the Company, shall be paid by the Company.


 


		6.	INDEMNIFICATION.



 


(a)
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, members, managers
representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’
fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing
by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them
may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out
of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New
Registration Statement or any post-effective amendment thereto, or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged
untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not
misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation by
the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
“Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are
due and payable, for any reasonable documented and out-of-pocket legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or
based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to
the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New
Registration Statement or any such amendment thereof or supplement thereto or prospectus contained therein, if such Registration
Statement, New Registration Statement or amendment thereof or supplement thereto or prospectus contained therein was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure
to the benefit of any Indemnified Person from whom the Indemnified Person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any Indemnified Person controlling such Indemnified Person) if the
untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as
then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving
rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent
such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not
apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9.


  






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(b) In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an
“Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any
Violation (which, in the case of this Section 6(b) shall include the failure on the part of the Investor to deliver a prospectus as
required by this Agreement and applicable law), in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information about the Investor set forth on Exhibit B attached hereto and
furnished to the Company by the Investor expressly for use in connection with such Registration Statement (it being hereby
acknowledged and agreed that such written information, as the same may be updated from time to time in writing by the Investor, is
the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration
Statement); and, subject to Section 6(d), the Investor will reimburse any reasonable documented and out-of-pocket legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the
indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor,
which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the
sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investor pursuant to Section 9.


 


(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually
satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that
an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of
the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment,
with advice of counsel, of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 


(d) The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e) The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to law.


 






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		7.	CONTRIBUTION.



 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who
was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With a view to making
available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the
SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, to:


 


(a) make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b) file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 


(c) furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon reasonable request, (i) a written statement by the
Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without
registration; and


 


(d) take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to
Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the
Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule 144; provided, however, the Investor and its broker shall
cooperate with the Company and its counsel and provide the necessary certificates, instructions and other documents reasonably requested
by the Company or its counsel in order to enable the Investor to sell the Registrable Securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor
shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent
injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 






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		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may not assign
its rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan
Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.


 


		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


No provision of
this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the
initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


		11.	MISCELLANEOUS.



 


(a) A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.


 


(b) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses for such communications shall be:


 


	 	If to the Company:
	 	 	 	 
	 	 	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 to (which shall not constitute notice or service of process):
	 	 
	 	 	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 Cepton:	 
	 	 	 
	 	 	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 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 Investor:	 
	 	 	 	 
	 	 	Lincoln Park Capital Fund, LLC 

440 North Wells, Suite 410
	 	 	Chicago, IL 60654
	 	 	Telephone:	312.822.9300
	 	 	Facsimile:	312.822.9301
	 	 	E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	 	 	Attention:	Josh Scheinfeld/Jonathan Cope
	 	 	 	 
	 	With a copy to (which shall not constitute notice or service of process): 
	 	 
	 	 	K&L Gates, LLP
	 	 	200 S. Biscayne Blvd., Ste. 3900
	 	 	Miami, Florida 33131
	 	 	Telephone:	305.539.3306
	 	 	Facsimile:	305.358.7095
	 	 	E-mail:	clayton.parker@klgates.com
	 	 	Attention:	Clayton E. Parker, Esq.
	 	 	 	 
	 	If to the Transfer Agent:
	 	 	 	 
	 	 	Continental Stock Transfer & Trust 1 State Street 30th Floor
	 	 	New York, NY 10004-1561
	 	 	Telephone:	212.845.3277
	 	 	Attention:	Mark Zimkind
	 	 	E-mail:	mzimkind@continentalstock.com



 


or at
such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine or email account containing the time, date, recipient facsimile
number or email address, as applicable, or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile, email or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.


 






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(c) The
corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the State of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(d) This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth or referred
to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof and thereof.


 


(e) This
Agreement is intended for the benefit of the parties hereto and any permitted successors and assigns and, except as set forth in Section
9, is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(f) The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(g) This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or
by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(h) Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.





 


(i) The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


(j) This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


 


* * * * * *



 






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IN WITNESS
WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	THE COMPANY:
	 	 	 
	 	GROWTH CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Prokopios “Akis” Tsirigakis
	 	Name:	Prokopios “Akis” Tsirigakis
	 	Title:	Co-CEO
	 	 	 
	 	By:	/s/ George Syllantavo
	 	Name:	George Syllantavo
	 	Title:	Co-CEO and CFO
	 	 	 
	 	CEPTON:
	 	 	 
	 	CEPTON TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ Jun Pei
	 	Name:	Jun Pei
	 	Title:	CEO
	 	 	 
	 	INVESTOR:
	 	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC 

BY: LINCOLN PARK CAPITAL, LLC 

BY: ROCKLEDGE CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ Josh Scheinfeld
	 	Name:	Josh Scheinfeld
	 	Title:	President



 


 


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