Mitchell Hourtienne - 07 Jan 2025 Form 4 Insider Report for Cepton, Inc.

Footnote F1

Pursuant to 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. and Project Camaro Merger Sub, Inc. ("Merger Sub"), whereby Merger Sub merged with and into the Issuer (the "Merger") on January 7, 2025 (the "Effective Time"), represents restricted stock units ("RSUs") that were outstanding immediately prior to the Effective Time, whether or not vested, which 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 F2

These stock options were canceled in the Merger in exchange for a cash payment based on the product of (i) the number of shares of Common Stock subject to the canceled stock options multiplied by (ii) the excess, if any, of $3.17 over the per share exercise price of the option, which cash payment was $0.00 since this option had an exercise price that exceeded $3.17.

Footnote F3

Pursuant to the Merger Agreement, each performance-based restricted stock unit outstanding immediately prior to the Effective Time did not vest and was cancelled without payment at the Effective Time.