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
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”).
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).
