second AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2024 • Perception Capital Corp. III • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of July 25, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Perception Capital Corp. III f/k/a Portage Fintech Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and Perception Capital Partners IIIA, LLC, a Delaware limited liability company (“Sponsor”), and amends and restates the first Amended and Restated Subscription Agreement entered into by Investor, SPAC and Sponsor dated March 11, 2023 (the “First Amended and Restated Agreement”), which amended and restated the Subscription Agreement entered into by Investor, SPAC and Sponsor dated August 1, 2023. Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
