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.
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.
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”).
