AGREEMENT AND PLAN OF MERGER by and among PERCEPTION CAPITAL CORP. II, PERCEPTION SPECTAIRE MERGER SUB CORP., and SPECTAIRE INC. dated as of January 16, 2023Registration Rights Agreement • January 17th, 2023 • Perception Capital Corp. II • Blank checks • Delaware
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 17th, 2023 • Perception Capital Corp. II • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of January 16, 2023, by and among Perception Capital Partners II LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Perception Capital Corp. II, a Cayman Islands exempted company limited by shares (which shall de-register as an exempted company incorporated in the Cayman Islands by way of continuation to the State of Delaware and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Spectaire Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
