REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2021 • Perception Capital Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 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 [_____], 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 • April 7th, 2021 • Perception Capital Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [_____], 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 55391Letter Agreement • April 7th, 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 28,750,000 of the Company’s units (including up to 3,750,000 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-third 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 registrati
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.
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
