REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [_____], 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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of January 25, 2021, pursuant to which the Sponsor subscribed for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share of the Company (the Founder Shares);
WHEREAS, on , the Sponsor entered into that certain Securities Assignment Agreement, pursuant to which the Sponsor assigned an aggregate of  of its Founder Shares to  and .
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, on the date hereof, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase 7,000,000 warrants (or up to 7,750,000 warrants depending on the extent to which the underwriters in the Companys initial public offering exercise their over-allotment option) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: