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 • July 1st, 2021 • Concord Acquisition Corp II • Blank checks • New York
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.
INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2021 • Concord Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Concord Acquisition Corp II, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • Concord Acquisition Corp II • 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 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”).
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”).
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
WARRANT AGREEMENTWarrant Agreement • May 7th, 2021 • Concord Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 IIUnderwriting 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”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 24th, 2024 • Concord Acquisition Corp II • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered into as of May [·], 2024, by and among Concord Acquisition Corp II, a Delaware corporation (“SPAC”), Concord Sponsor Group II LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”).
Concord Acquisition Corp IISubscription Agreement • March 26th, 2021 • Concord Acquisition Corp II • New York
We are pleased to accept the offer Concord Sponsor Group II 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 “Ch
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2024 • Concord Acquisition Corp II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among [●], a Delaware corporation (the “Company”) (formerly known as Concord Acquisition Corp II, a Delaware corporation)), and the parties listed as “Holders” on the signature page hereto and any person or entity who becomes a party to this Agreement by signing a joinder hereto in form and substance reasonably satisfactory to the Company or who otherwise hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each a “Holder” and, collectively, the “Holders”).1
CONCORD Acquisition Corp IIAdministrative Services Agreement • September 7th, 2021 • Concord Acquisition Corp II • 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”):
LOCK-UP AGREEMENTLock-Up Agreement • August 27th, 2024 • Concord Acquisition Corp II • Blank checks
This letter agreement (this “Lock-Up Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger, dated as of August 26, 2024 (as may be amended, restated or supplemented from time to time, the “Merger Agreement”), by and among Concord Acquisition Corp II, a Delaware corporation (“SPAC”), Concord Merger Sub, Inc., a California corporation (“Merger Sub”), and Events.com, Inc., a California corporation (the “Company”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “SPAC Merger”), with the Company being the surviving entity and becoming a wholly owned subsidiary of SPAC, which will change its name to Events.com or a similar name (“Parent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 27th, 2024 • Concord Acquisition Corp II • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of August 26, 2024 (this “Agreement”), by and among Concord Sponsor Group II 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 II, a Delaware corporation (“Parent”) and Events.com, Inc., a California corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CONCORD ACQUISITION CORP II, CONCORD MERGER SUB, INC. AND EVENTS.COM, INC. Dated as of August 26, 2024Merger Agreement • August 27th, 2024 • Concord Acquisition Corp II • Blank checks • Delaware
THREE: This Amended and Restated Certificate of Incorporation has been duly authorized in accordance with Sections 228, 242 and 245 of the DGCL.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 27th, 2024 • Concord Acquisition Corp II • Blank checks
STOCKHOLDER SUPPORT AGREEMENT, dated as of August 26, 2024 (this “Agreement”), by and among Concord Acquisition Corp II, a Delaware corporation (“Parent”), Events.com, Inc., a California 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”).
CONCORD Acquisition Corp IIAdministrative Services Agreement • May 7th, 2021 • Concord Acquisition Corp II • 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”):
TAX RECEIVABLE AGREEMENT by and among EVENTS.COM, INC, and [Mitch Thrower], as Tax Matters Representative Dated as of TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 27th, 2024 • Concord Acquisition Corp II • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●] is hereby entered into by and among EVENTS.COM, INC., a California corporation (the “Company”), [●], a Delaware corporation (“Parent”), [Mitch Thrower], solely in the capacity of the Tax Matters Representative (the “Tax Matters Representative”), and the other Persons that are “Sellers” hereunder. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Merger Agreement (as defined below).
