INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2021 • Concord Acquisition Corp III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Concord Acquisition Corp III, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 15th, 2021 • Concord Acquisition Corp III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Concord Acquisition Corp III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2024 • GCT Semiconductor Holding, Inc. • Semiconductors & related devices • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] between GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • Concord Acquisition Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”), CA2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENTWarrant Agreement • November 9th, 2021 • Concord Acquisition Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 2021, is by and between Concord Acquisition Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
CONCORD ACQUISITION CORP III 25,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Underwriting Agreement Underwriting AgreementUnderwriting Agreement • October 15th, 2021 • Concord Acquisition Corp III • Blank checks • New York
Concord Acquisition Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 units (the “Units”) of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Concord Acquisition Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”), CA2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Concord Acquisition Corp III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Concord Acquisition Corp III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • May 7th, 2021 • Concord Acquisition Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Concord Acquisition Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
CONCORD ACQUISITION CORP III 30,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Underwriting AgreementConcord Acquisition Corp III • November 9th, 2021 • Blank checks • New York
CONCORD ACQUISITION CORP III 25,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant Underwriting AgreementUnderwriting Agreement • July 1st, 2021 • Concord Acquisition Corp III • Blank checks • New York
COMMON STOCK PURCHASE AGREEMENT Dated as of April 23, 2024 by and between GCT SEMICONDUCTOR HOLDING, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • April 24th, 2024 • GCT Semiconductor Holding, Inc. • Semiconductors & related devices • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 23, 2024 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”).
Concord Acquisition Corp IIILetter Agreement • November 9th, 2021 • Concord Acquisition Corp III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Concord Acquisition Corp III, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and Cowen and Company, LLC, as the representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $1
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2023 • Concord Acquisition Corp III • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 2nd day of November, 2023, by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), GCT Semiconductor, Inc., a Delaware corporation (“Target”), and the party identified as the “Subscriber” on the signature page hereto (the “Subscriber” and, together with the Company and Target, the “Parties” and each a “Party”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2021 • Concord Acquisition Corp III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Concord Acquisition Corp III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS Subscription AGREEMENTPrivate Placement Warrants Subscription Agreement • November 9th, 2021 • Concord Acquisition Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of November 3, 2021, is entered into by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), and Concord Sponsor Group III LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2024 • GCT Semiconductor Holding, Inc. • Semiconductors & related devices
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 23, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 30th, 2023 • Concord Acquisition Corp III • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered into as of [·], 2023, by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”).
Concord Acquisition Corp IIIConcord Acquisition Corp III • March 26th, 2021 • New York
We are pleased to accept the offer Concord Sponsor Group III LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Concord Acquisition Corp, a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “C
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 1st, 2024 • GCT Semiconductor Holding, Inc. • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [date], by and among GCT Semiconductor Holding, Inc., a Delaware corporation (“Pubco”) and the undersigned parties listed as “Investors” on the signature page hereto (each an “Investor” and, collectively, the “Investors”).
CONCORD Acquisition Corp IIIConcord Acquisition Corp III • November 9th, 2021 • Blank checks • New York
This letter agreement by and between Concord Acquisition Corp III (the “Company”) and Atlas Merchant Capital LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT WARRANTS Subscription AGREEMENTSubscription Agreement • October 15th, 2021 • Concord Acquisition Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2021, is entered into by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), and CA2 Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • April 7th, 2023 • Concord Acquisition Corp III • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [●], 2023 by and among Concord Acquisition Corp III, a Delaware corporation (“CNDB”), Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (“Investor”).
MASTER FOUNDRY PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • January 11th, 2024 • Concord Acquisition Corp III • Semiconductors & related devices
This Master Foundry Product Development Agreement (“Agreement”) is entered into and is effective as of July 31, 2020 (“Effective Date”), by and between Samsung Electronics Co., Ltd., acting through its Foundry Division, having its principal place of business at 1, Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-do, 17113, Republic of Korea, on the one part (hereinafter referred to as “Samsung”); and GCT Semiconductor, Inc., a company existing under the laws of the State of Delaware, USA, having its principal place of business at 2121 Ringwood Avenue San Jose, CA 95131 and GCT Research, Inc., a company existing under the laws of the Republic of Korea, having its registered office at Construction Financial Building 11F, 15, Boramae-ro 5-gil, Dongjak-gu, Seoul (07071), Korea (hereinafter collectively referred to as “Customer”).
WARRANT AGREEMENTWarrant Agreement • October 15th, 2021 • Concord Acquisition Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Concord Acquisition Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
General Services Agreement Between Verizon Sourcing LLC And GCT Semiconductor, Inc.General Services Agreement • January 31st, 2024 • Concord Acquisition Corp III • Semiconductors & related devices • New York
This General Services Agreement (“Agreement") is made between GCT Semiconductor, Inc, a Delaware corporation, having an office at 2121 Ringwood Avenue San Jose, CA 95131 (“Supplier"), and Verizon Sourcing LLC (“VSL”), a Delaware limited liability company, having an office at One Verizon Way, Basking Ridge, NJ 07920, on behalf of itself and for the benefit of its Affiliates (individually and collectively “Verizon”), hereinafter defined, each of Verizon and Supplier a “Party” and together the “Parties” hereto.
LOCK-UP AGREEMENTLock-Up Agreement • April 1st, 2024 • GCT Semiconductor Holding, Inc. • Semiconductors & related devices
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Gibraltar Merger Sub Inc., a Delaware corporation (“Merger Sub”), and GCT Semiconductor, Inc., a Delaware corporation (“GCT”) (as may be amended, restated or supplemented from time to time, the “BCA”), pursuant to which, among other things, Merger Sub will merge with and into GCT (the “SPAC Merger”), with GCT being the surviving entity and becoming a wholly owned subsidiary of SPAC, which will change its name to GCT Semiconductor Holding, Inc. or a similar name (“PubCo”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • November 8th, 2023 • Concord Acquisition Corp III • Blank checks
STOCKHOLDER SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), GCT Semiconductor, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
STATEMENT OF WORK VERIZONConcord Acquisition Corp III • January 31st, 2024 • Semiconductors & related devices • Delaware
This Statement of Work (“SOW) is entered into by and between GCT Semiconductor, Inc, a Delaware corporation, having an office at 2121 Ringwood Avenue San Jose, CA 95131 (“Supplier"), and Verizon Sourcing LLC (“VSL”), a Delaware limited liability company, having an office at One Verizon Way, Basking Ridge, NJ 07920, on behalf of itself and for the benefit of its Affiliates (individually and collectively “Verizon”), and is entered into as of the date last written below (“SOW Effective Date”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 8th, 2023 • Concord Acquisition Corp III • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), CA2 Co-Investment LLC, a Delaware limited liability company (“CA2” and, together with Sponsor, the “Sponsor Parties”), Concord Acquisition Corp III, a Delaware corporation (“SPAC”), and GCT Semiconductor, Inc., a Delaware corporation (the “Company”).
FORM OF LOCK-UP AGREEMENTLetter Agreement • November 8th, 2023 • Concord Acquisition Corp III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Gibraltar Merger Sub Inc., a Delaware corporation (“Merger Sub”), and GCT Semiconductor, Inc., a Delaware corporation (“GCT”) (as may be amended, restated or supplemented from time to time, the “BCA”), pursuant to which, among other things, Merger Sub will merge with and into GCT (the “SPAC Merger”), with GCT being the surviving entity and becoming a wholly owned subsidiary of SPAC, which will change its name to GCT Semiconductor Holding, Inc. or a similar name (“PubCo”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
BUSINESS COMBINATION AGREEMENT by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. Dated as of November 2, 2023Business Combination Agreement • November 8th, 2023 • Concord Acquisition Corp III • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Gibraltar Merger Sub Inc., a Delaware corporation (“Merger Sub”), and GCT Semiconductor, Inc., a Delaware corporation (the “Company”).
