0001829126-24-000891 Sample Contracts

BUSINESS COMBINATION AGREEMENT by and among Perception Capital Corp. III, RBio Energy Holdings Corp., Perception RBio Merger Sub, and RBio Energy Corporation Dated as of February 6, 2024

Business Combination Agreement • February 12th, 2024 • Perception Capital Corp. III • Blank checks • Delaware

• Contract Type
  Business Combination Agreement
• Filed
  February 12th, 2024
• Company
  Perception Capital Corp. III
• Industry
  Blank checks
• Jurisdiction
  Delaware

This BUSINESS COMBINATION AGREEMENT, dated as of February 6, 2024 (together with the Schedules and Exhibits hereto, this “Agreement”), is by and among Perception Capital Corp. III, an exempted company incorporated under the Laws of the Cayman Islands (“PC3”), RBio Energy Holdings Corp., a Delaware corporation (“NewPubco”), Perception RBio Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of NewPubco (“Merger Sub”), and RBio Energy Corporation, a Delaware corporation (the “Company”).

SPONSOR SUPPORT AGREEMENT

Sponsor Support Agreement • February 12th, 2024 • Perception Capital Corp. III • Blank checks

• Contract Type
  Sponsor Support Agreement
• Filed
  February 12th, 2024
• Company
  Perception Capital Corp. III
• Industry
  Blank checks

SPONSOR SUPPORT AGREEMENT, dated as of February 6, 2024 (this “Agreement”), by and among Perception Capital Corp. III, an exempted company incorporated under the Laws of the Cayman Islands (“PC3”), Perception Capital Partners IIIA LLC, a Delaware limited liability company (“Sponsor”), and RBio Energy Corporation, a Delaware corporation (the “Company”).