Georgios Syllantavos - 07 Jan 2025 Form 4 Insider Report for Cepton, Inc.

Footnote F1

Disposed of in accordance with the terms of the Agreement and Plan of Merger, dated as of July 29, 2024 (the "Merger Agreement"), entered into by and among the Issuer, KOITO MANUFACTURING CO., LTD. ("Parent") and Project Camaro Merger Sub, Inc. ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") on January 7, 2025 (the "Effective Time"). At the Effective Time, each share of Common Stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions) was automatically cancelled and converted into the right to receive $3.17 in cash, without interest.

Footnote F2

Represents restricted stock units ("RSUs") that were outstanding immediately prior to the Effective Time, whether or not vested, which, pursuant to the Merger Agreement, were cancelled, and converted into the right to receive (without interest) an amount in cash, less any withholding taxes, determined by multiplying (i) $3.17 by (ii) the number of shares of Common Stock underlying such RSU award immediately prior to the Effective Time; provided that receipt of the cash consideration for unvested RSUs will remain subject to the vesting conditions applicable to such RSU prior to the Effective Time.

Footnote F3

Pursuant to a warrant agreement and in connection with the Merger, such warrants automatically ceased to represent a warrant exercisable for shares of Common Stock and became a warrant exercisable as of the Effective Time for a period of 30 days solely for a cash amount equal to $0.0104 per warrant.

Footnote F4

The warrants reported herein are held by Magellan Investments Corp., of which the Reporting Person is the president and the sole director, and accordingly the Reporting Person is deemed the beneficial owner of the warrants held by Magellan Investments Corp. and to have sole voting and dispositive control over such securities.