0001564590-23-000454 Sample Contracts

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, 2023

Merger Agreement • January 17th, 2023 • Perception Capital Corp. II • Blank checks • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 17th, 2023
• Company
  Perception Capital Corp. II
• Industry
  Blank checks
• Jurisdiction
  Delaware

SPONSOR SUPPORT AGREEMENT

Sponsor Support Agreement • January 17th, 2023 • Perception Capital Corp. II • Blank checks • Delaware

• Contract Type
  Sponsor Support Agreement
• Filed
  January 17th, 2023
• Company
  Perception Capital Corp. II
• Industry
  Blank checks
• Jurisdiction
  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.