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”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement 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.
