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”).
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 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”).
Concord Acquisition Corp IIIUnderwriting Agreement • October 15th, 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 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-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
PRIVATE PLACEMENT WARRANTS Subscription AGREEMENTPrivate Placement Warrants Subscription 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”).
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”).
