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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 8th, 2023 • Concord Acquisition Corp III • Blank checks • 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”).
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”).
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”).
