REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2021 • Perception Capital Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2021, is made and entered into by and among Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Perception Capital Partners II LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Perception Capital Corp. II #18-07/12 Great World City Wayzata, MN 55391Perception Capital Corp. II • April 7th, 2021 • Blank checks • New York
Perception Capital Corp II LLC, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Perception Capital Partners II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherw
WARRANT AGREEMENT PERCEPTION CAPITAL CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 27, 2021Warrant Agreement • November 1st, 2021 • Perception Capital Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 27, 2021, is by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
WARRANT AGREEMENT PERCEPTION CAPITAL CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [_____], 2021Warrant Agreement • April 7th, 2021 • Perception Capital Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [_____], 2021, is by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • November 1st, 2021 • Perception Capital Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Perception Capital Partners II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • April 7th, 2021 • Perception Capital Corp. II • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
25,000,000 Units Perception Capital Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2021 • Perception Capital Corp. II • Blank checks • New York
Perception Capital Corp. II Wayzata, MN 55391 Re:Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 1st, 2021 • Perception Capital Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registratio
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • April 7th, 2021 • Perception Capital Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Perception Capital Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 1, 2023. Between: Whereas:Indemnity Agreement • March 27th, 2023 • Perception Capital Corp. II • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement, dated as of October 27, 2021, by and among the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2021 • Perception Capital Corp. II • Blank checks • New York
Introductory. Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in conne
COMMON STOCK PURCHASE WARRANT SPECTAIRE HOLDINGS INC.Spectaire Holdings Inc. • March 21st, 2024 • Measuring & controlling devices, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, True Remainders Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on March 18, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Spectaire Holdings Inc., a Delaware corporation (the “Company”), up to 1,538,461 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.0001 (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2023 • Perception Capital Corp. II • Industrial instruments for measurement, display, and control
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 11, 2023, by and between Perception Capital Corp. II., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Investor”).
Date: October 16, 2023 To: Perception Capital Corp. II, a Cayman Islands exempted company (“Perception” or “PCCT”) and Spectaire Inc., a private Delaware corporation (“Target”). Address: 315 Lake Street East, Suite 301 Wayzata, MN 55391 From: Polar...Spectaire Holdings Inc. • October 19th, 2023 • Measuring & controlling devices, nec
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, PCCT and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement • March 29th, 2024 • Spectaire Holdings Inc. • Measuring & controlling devices, nec
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of October 26, 2023 (this “Amendment”), is entered into by and between Polar Multi- Strategy Master Fund, a Cayman Islands exempted company (“Seller”) and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (“Spectaire”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Confirmation (as defined below).
AGREEMENT AND PLAN OF MERGER by and among PERCEPTION CAPITAL CORP. II, PERCEPTION SPECTAIRE MERGER SUB CORP., and SPECTAIRE INC. dated as of January 16, 2023Registration Rights Agreement • January 17th, 2023 • Perception Capital Corp. II • Blank checks • Delaware
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • March 29th, 2024 • Spectaire Holdings Inc. • Measuring & controlling devices, nec • Delaware
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”), effective as of October 30, 2023 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), and Spectaire Holdings Inc. (f/k/a Perception Capital Corp. II.), a Delaware corporation (the “Company”), and amends and restates the subscription agreement dated October 4, 2023 (the “Original Agreement”) by and between Investor and the Company. The Company prior to the consummation of the De-SPAC Closing (as defined below) is referred to in this Agreement as “SPAC.” Investor and Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 1st, 2021 • Perception Capital Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Perception Capital Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 27, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
JOINDER AGREEMENT TO LETTER AGREEMENTJoinder Agreement • March 27th, 2023 • Perception Capital Corp. II • Blank checks
The undersigned is executing and delivering this Joinder Agreement pursuant to the Letter Agreement, dated as of October 27, 2021 (as it may be amended and restated, the “Letter Agreement”), by and among Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), Perception Capital Partners II LLC, a Delaware limited liability company and each of the other persons set forth on the signature pages thereto. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Letter Agreement.
JOINT VENTURE FORMATION AGREEMENTJoint Venture Formation Agreement • March 29th, 2024 • Spectaire Holdings Inc. • Measuring & controlling devices, nec
The JVC, Spectaire, and MLab are collectively referred to herein as the “Parties” and individually as a “Party”; Spectaire and MLab are collectively referred to herein as the “JV Parties” and individually as a “JV Party”.
SECOND AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2023 • Spectaire Holdings Inc. • Measuring & controlling devices, nec
THIS SECOND AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) is made and entered into as of October 16, 2023 by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC (“Jefferies”), and amends that certain underwriting agreement, dated as of October 27, 2021, amended by that certain first amendment to underwriting agreement, dated as of March 23, 2023 (as amended, the “Underwriting Agreement”), by and between the Company and Jefferies, as representative of the several underwriters named therein (collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 17th, 2023 • Perception Capital Corp. II • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of January 16, 2023, by and among Perception Capital Partners II LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Perception Capital Corp. II, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Spectaire Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
JOINDER AGREEMENT TO LETTER AGREEMENTJoinder Agreement • November 21st, 2022 • Perception Capital Corp. II • Blank checks
The undersigned is executing and delivering this Joinder Agreement pursuant to the Letter Agreement, dated as of October 27, 2021 (as it may be amended and restated, the “Letter Agreement”), by and among Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), Perception Capital Partners II LLC, a Delaware limited liability company and each of the other persons set forth on the signature pages thereto. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Letter Agreement.
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2022 • Perception Capital Corp. II • Blank checks
Karrie Willis (the “Joinder Party”) is executing and delivering this Joinder Agreement pursuant to the Registration Rights Agreement, dated as of October 27, 2021 (the “Registration Rights Agreement”), by and among Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), Perception Capital Partners II LLC, a Delaware limited liability company and each of the holders set forth on the signature pages thereto. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Rights Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 10th, 2023 • Perception Capital Corp. II • Industrial instruments for measurement, display, and control • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of October 4, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), and Perception Capital Corp. II., a Cayman Islands exempted company (“SPAC”). Investor, and SPAC are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 21st, 2024 • Spectaire Holdings Inc. • Measuring & controlling devices, nec
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 18, 2024, by and between Spectaire Holdings Inc., a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”).
Perception Capital Corp. IIAdministrative Services Agreement • April 7th, 2021 • Perception Capital Corp. II • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Perception Capital Corp. II (the “Company”) and Perception Capital Partners II LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (“Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 315 Lake Street East, Suite 301, Wayzata, MN 55391 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably re
Perception Capital Corp. II 315 Lake Street East, Suite 301 Wayzata, MN 55391Administrative Services Agreement • November 1st, 2021 • Perception Capital Corp. II • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Perception Capital Corp. II (the “Company”) and Perception Capital Partners II LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (“Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-255107) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 315 Lake Street East, Suite 301, Wayzata, MN 55391 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably
Re: Founder Share Forfeiture AgreementLetter Agreement • October 10th, 2023 • Perception Capital Corp. II • Industrial instruments for measurement, display, and control
This letter (this “Letter Agreement”) is being delivered in order to facilitate the fundraising efforts of Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), pursuant to which Perception Capital Partners II LLC, a Delaware limited liability company (the “Sponsor”), hereby agrees with the Company as follows:
SPECTAIRE INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 28th, 2024 • Spectaire Holdings Inc. • Measuring & controlling devices, nec • Delaware
Pursuant to the award summary tab (the “Grant Notice”) on the website to which this Restricted Stock Unit Agreement (this “Agreement”) is associated, Spectaire Inc., a Delaware corporation (the “Company”), has granted to the individual set forth in the Grant Notice (the “Participant”) that number of Restricted Stock Units (as defined in the Plan (as defined below) (the “RSUs”) set forth in the Grant Notice under the Company’s 2022 Equity Incentive Plan, as may be amended from time to time (the “Plan”). By his or her electronic acceptance of the RSUs on the Grant Notice, the Participant agrees to be bound by the terms and conditions of the Plan, this Agreement and the Grant Notice. The Participant has reviewed this Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the RSUs and fully understands the provisions of the Grant Notice, this Agreement and the Plan. The Participant hereby agrees to accept as bin
FIRST AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2023 • Perception Capital Corp. II • Blank checks
THIS FIRST AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) is made and entered into as of March 23, 2023 by and between Perception Capital Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC (“Jefferies”), and amends that certain underwriting agreement, dated as of October 27, 2021 (the “Underwriting Agreement”), by and between the Company and Jefferies, as representative of the several underwriters named therein (collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
THIRD AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2023 • Spectaire Holdings Inc. • Measuring & controlling devices, nec
THIS THIRD AMENDMENT TO UNDERWRITING AGREEMENT (this “Amendment”) is made and entered into as of October 18, 2023 by and between Spectaire Holdings Inc. (formerly known as Perception Capital Corp. II), a Delaware corporation (the “Company”), and Jefferies LLC (“Jefferies”), and amends that certain Underwriting Agreement dated as of October 27, 2021, as amended by that certain First Amendment to Underwriting Agreement dated as of March 23, 2023 and that certain Second Amendment to Underwriting Agreement dated as of October 16, 2023 (as amended, the “Underwriting Agreement”), by and between the Company and Jefferies, as representative of the several underwriters named therein (collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement • October 19th, 2023 • Spectaire Holdings Inc. • Measuring & controlling devices, nec
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of October 18, 2023 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iv) Meteora Strategic Capital, LLC (“MSC”) (with MSOF, MCP, MSTO and MSC collectively as “Seller”), (v) Perception Capital Corp. II, a Cayman Islands exempted company (“PubCo”) and (vi) Spectaire Inc., a private Delaware corporation (“Target”).
