$Spectaire Holdings (SPEC.US)$  Letter Agreement   On June ...

On June 13, 2024, Spectaire Holdings Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), pursuant to which Skadden agreed to adjust and defer payment of certain legal fees incurred by the Company in an amount equal to approximately $6.2 million (the “Owed Skadden Fees”). Pursuant to the Letter Agreement, Skadden agreed to reduce the Owed Skadden Fees to approximately $2.74 million, consisting of (i) $2.37 million that is payable in cash (the “Deferred Skadden Fees”), payment of which Skadden agreed to defer until the earlier of December 31, 2025 and the date of consummation of a qualified financing transaction in which the Company raises gross proceeds of at least $30.0 million (such date, the “Payment Due Date”), and (ii) $0.37 million that is payable in the form of 1,000,000 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) at a per share value of $0.37 per share (the “Skadden Fee Shares”). If the Company consummates a financing transaction in which the Company raises gross proceeds of at least $10.0 million prior to the Payment Due Date, then the Company will prepay a portion of the Deferred Skadden Fees to Skadden in an amount equal to (i) the Deferred Skadden Fees multiplied by (ii) the gross proceeds received in such financing transaction divided by $30.0 million. Pursuant to the Letter Agreement, the Company agreed to use commercially reasonable efforts to consummate a number of financing transactions sufficient to pay the Deferred Skadden Fees in full by December 31, 2025.

On June 13, 2024, the Company entered into a settlement agreement and release (the “Settlement Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which Jefferies agreed to adjust payment of certain deferred underwriting fees incurred by the Company In settlement of the fees owed to Jefferies, the Company agreed to (i) pay Jefferies $1.5 million in cash upon the consummation of any financing transaction in which the Company receives gross proceeds of at least $15.0 million and (ii) issue to Jefferies 1,000,000 warrants, each of which will entitle the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share (the “Jefferies Warrants”). The Jefferies Warrants will have substantially similar terms to the private placement warrants issued by the Company in connection with its initial public offering.

On June 14, 2024, the Company and its wholly owned subsidiary, Spectaire Canada Inc. (“Spectaire Canada” and, together with the Company, the “Purchasers”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Corsario Ltd. (“Corsario”) pursuant to which the Purchasers agreed to purchase certain assets of Corsario (the “Assets”) valued at approximately $600,000 in exchange for the issuance by the Company of 1,500,000 shares of Common Stock (the “Purchase Consideration”) to Corsario. The assets to be acquired include software that allows the Company’s primary business to provide auditable emission transactions for its customers with its Airecore product offering.

The closing of the transactions contemplated by the Asset Purchase Agreement (the “Closing”) is subject to the satisfaction or waiver of certain customary conditions by the parties thereto.

The Asset Purchase Agreement contains customary representations, warranties and covenants of the parties thereto. The representations and warranties of the respective parties to the Asset Purchase Agreement will generally survive the Closing for 24 months following the date of the Closing, provided that (i) certain fundamental representations and warranties of the respective parties to the Asset Purchase Agreement will survive until the statute of limitations period applicable to any claims made in respect of such representations and warranties has expired and (ii) claims involving fraud or fraudulent misrepresentation will survive indefinitely.