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”).
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”).
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”).
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
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
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.
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
