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Cepton, Inc. Announces Agreement for $100 Million Investment from Koito Manufacturing

Cepton, Inc. (“Cepton”) (Nasdaq: CPTN), a Silicon Valley innovator and
leader in high performance lidar solutions, announced that it has entered
into a binding investment agreement dated October 27, 2022 (“Investment
Agreement”) for a $100 million investment from its long-term automotive Tier
1 partner and current shareholder, Koito Manufacturing Co., Ltd. (“Koito”)
(TSE: 7276). As previously reported, the investment will be used to fund
Cepton’s next stage of growth as it scales its lidar solutions for mass
deployment.

Under the terms of the Investment Agreement, which has been unanimously
approved by Cepton’s board of directors, Koito will purchase $100 million of
convertible preferred stock (the “Preferred Stock”), with a purchase price
of $1,000 per share. The Preferred Stock will be convertible, beginning on
the first anniversary of the issue date, into shares of Cepton’s common
stock at an approximate initial conversion price of $2.585 per share,
representing a 10.0% premium to Cepton’s volume-weighted average price over
the trailing 20 trading day period ending on October 26, 2022. The initial
conversion price also represents a 13.4% premium to Cepton’s closing price
on October 26, 2022 and a 7.0% premium to Cepton’s average closing price
over the past five trading days. At Cepton’s election, the Preferred Stock
carries a 4.250% per annum dividend if paid in kind or a 3.250% per annum
dividend if paid in cash, in each case paid quarterly in arrears.

Dating back to 2017, Cepton and Koito have a strong history of
collaboration, and this marks Koito’s third investment in Cepton since 2020.
As a direct result of their partnership, Cepton and Koito were awarded the
industry’s largest known ADAS lidar series production award.

“We are excited to further strengthen our partnership with Koito and remain
deeply grateful for Koito’s continued support. This investment solidifies
Cepton’s financial position, and allows us to continue our execution
excellence as we focus on commercialization and mass market deployment of
our lidar sensors,” said Dr. Jun Pei, Cepton’s Co-Founder and CEO.

“We are pleased to announce our third investment in Cepton as we work
towards developing and commercializing next-generation automotive sensor
technologies. Our partnership has developed over the years and Cepton
remains a critical partner for us. This investment serves as a testament to
our commitment towards Cepton and bringing lidar-based ADAS and AV systems
to everyday vehicles,” said Mr. Michiaki Kato, Koito’s President.

Consummation of the investment is subject to, among other things, the
approval of Cepton’s shareholders and satisfaction of applicable closing
conditions. The investment is expected to close in the first quarter of
2023. More information regarding the investment and key terms of the
Preferred Stock will be included in a Form 8-K to be filed by Cepton with
the Securities and Exchange Commission.

Advisors

ICR Capital LLC is serving as exclusive financial advisor to Cepton and
O’Melveny & Myers LLP is serving as legal counsel to Cepton. SMBC Nikko is
serving as exclusive financial advisor to Koito and Davis Polk & Wardwell
LLP and Nishimura & Asahi are serving as legal counsel to Koito.

About Cepton

Cepton is a Silicon Valley innovator of lidar-based solutions for automotive
(ADAS/AV), smart cities, smart spaces, and smart industrial applications.
With its patented lidar technology, Cepton aims to take lidar mainstream and
achieve a balanced approach to performance, cost and reliability, while
enabling scalable and intelligent 3D perception solutions across industries.

Cepton has been awarded a significant ADAS lidar series production award
with Koito on the General Motors business. Cepton is also engaged with all
Top 10 global OEMs.

Founded in 2016 and led by industry veterans with decades of collective
experience across a wide range of advanced lidar and imaging technologies,
Cepton is focused on the mass market commercialization of high performance,
high quality lidar solutions. Cepton is headquartered in San Jose, CA and
has a center of excellence facility in Troy, MI to provide local support to
automotive customers in the Metro Detroit area. Cepton also has a presence
in Germany, Canada, Japan, India and China to serve a fast-growing global
customer base. For more information, visit www.cepton.com and follow Cepton
on Twitter and LinkedIn.

About Koito

Under the corporate message, “Lighting for Your Safety”, Koito Manufacturing
Co., Ltd. (Koito) has been marking a history of leadership in automotive
lighting since its establishment in 1915. Today, the Koito Group consists of
31 companies located in 13 countries worldwide and provides products and
services to customers all over the world, through the global network led by
five major regions (Japan, Americas, Europe, China, and Asia). Its products,
recognized for its high quality and advanced technology, are widely used by
automotive makers worldwide. The company is responding to the future
transformation of mobility through the development of next-generation
lighting technologies and related equipment, control systems, and
environmentally friendly products, materials, and production methods. For
more information, please visit www.koito.co.jp/english.

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