INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 7th, 2021 • Concord Acquisition Corp II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Concord Acquisition Corp II (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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2021 • Concord Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2021, is made and entered into by and among Concord Acquisition Corp II, a Delaware corporation (the “Company”), Concord Sponsor Group II 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 • September 7th, 2021 • Concord Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 31, 2021, is by and between Concord Acquisition Corp II, 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 II 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 • September 7th, 2021 • Concord Acquisition Corp II • Blank checks • New York
Concord Acquisition Corp IILetter Agreement • September 7th, 2021 • Concord Acquisition Corp II • 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 II, 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 28,750,000 of the Company’s units (including up to 3,750,000 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-third 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
PRIVATE PLACEMENT WARRANTS Subscription AGREEMENTPrivate Placement Warrants Subscription Agreement • September 7th, 2021 • Concord Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of August 31, 2021, is entered into by and among Concord Acquisition Corp II, a Delaware corporation (the “Company”), and [•] (the “Purchaser”).
CONCORD Acquisition Corp IIConcord Acquisition Corp II • September 7th, 2021 • Blank checks • New York
This letter agreement by and between Concord Acquisition Corp II (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”):
