INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • October 27th, 2023 • Spectaire Holdings Inc. • Measuring & controlling devices, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of October 19, 2023 by and between Spectaire Holdings Inc., a Delaware corporation (the “Company”), and _____________, a [member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2023 • Spectaire Holdings Inc. • Measuring & controlling devices, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made and entered into by and among Spectaire Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Perception Capital Corp. II, a Cayman Islands exempted company prior to its domestication as a Delaware corporation), Perception Capital Partners II LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, the “Sponsors” and each, a “Sponsor”) and certain former stockholders of Spectaire Inc., a Delaware corporation (“Spectaire”), set forth on Schedule II hereto (such stockholders, the “Spectaire Holders” and, collectively with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
LOCK-UP AGREEMENTLock-Up Agreement • October 27th, 2023 • Spectaire Holdings Inc. • Measuring & controlling devices, nec
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of October 19, 2023, is made and entered into by and among Spectaire Holdings Inc., a Delaware corporation (the “Company”) (formerly known as Perception Capital Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and the Persons (as defined in the Merger Agreement (as defined below)) set forth on Schedule I hereto (such Persons, together with any other Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 8 of this Agreement, the “Securityholders” and each, a “Securityholder”).
