Exhibit 10.5


 


PRIVATE
PLACEMENT WARRANTS Subscription AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT
(as it may from time to time be amended, this “Agreement”), dated as of November 3, 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”).


 


WHEREAS, the Company intends to consummate an
initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of
Class A common stock of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable
warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the
Company’s Registration Statements on Form S-1, filed with the U.S. Securities and Exchange Commission, File Numbers 333-254789
and 333-260751 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS,
the Purchaser has agreed to purchase, at a price of $1.00 per warrant, an aggregate of 1,030,303 warrants (and up to 1,139,394 warrants
if the underwriters in the Public Offering exercise their over-allotment option in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.
Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A.
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants to the Purchaser.


 


B.
Purchase and Sale of the Private Placement Warrants.


 


(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, 1,030,303 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price
of $1,030,303 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO
Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including to
the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental
Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the IPO Closing
Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.


 


(ii) On
the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each
Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, up to 109,091 Private Placement Warrants (or, to the extent the
over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment
option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $109,091 (if
the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the
Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds
to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable
Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence,
the Company shall effect such delivery in book-entry form.


 






     


     


    

 


C.
Terms of the Private Placement Securities.


 


(i) The
Private Placement Warrants are substantially identical to the warrants included in the units to be offered in the Public Offering except
that (a) the Private Placement Warrants (including the Shares issuable upon exercise of the Private Placement Warrants) will not,
except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business
combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, (b) the
Private Placement Warrants will expire on the fifth anniversary of the commencement of sales in the Public Offering, (c) the Private
Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become
freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration
Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have
expired and (d) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement
to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) The Private Placement Warrants
and their underlying Shares and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority
(“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to a lock-up for
a period of 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering, subject to certain
limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2). Additionally, the Private Placement
Warrants and their underlying Shares and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated
during the foregoing 180 day period following the commencement of sales in the Public Offering except to any underwriter or selected
dealer participating in the Public Offering and the bona fide officers partners or affiliates of the Purchaser and any such participating
underwriter or selected dealer. Additionally, the Private Placement Warrants and their underlying Shares and the related registration
rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in
the Public Offering.


 


(iii) At
the time of, or prior to, the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Warrants, including the Shares underlying the Private Placement Warrants.


 


Section 2.
Representations and Warranties of the Company.


 


As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:


 


A.
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The
Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement
and the Warrant Agreement.


 






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B.
Authorization; No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants and, subject to proper exercise of the Private
Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by
the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance
with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants and the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms
hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Company’s certificate of incorporation and bylaws or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings
required after the date hereof under federal or state securities laws.


 


C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On
the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have
been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Purchaser will have good title to the Private Placement Warrants, including the Shares issuable upon exercise of the Private Placement
Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under
the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D.
Governmental Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for applicable requirements of the Securities Act.


 


Section 3.
Representations and Warranties of the Purchaser.


 


As a material inducement to the Company to enter
into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants
to the Company (which representations and warranties shall survive each Closing Date) that:


 


A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 






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(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or
provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body
or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof
under federal or state securities laws.


 


C.
Investment Representations.


 


(i) The
Purchaser is acquiring the Private Placement Shares and, upon exercise of the Private Placement Warrants, the Shares issuable upon such
exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not decide
to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D under the Securities Act.


 


(v) The Purchaser has been furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive
officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk
and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect
to the acquisition of the Securities.


 


(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities
Act will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions
of Securities after a Business Combination.


 






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(viii) The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities
of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities
and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period
of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or
anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete
loss of its investments in the Securities.


 


(ix) The Purchaser understands that
the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject to appropriate
 “stop transfer restrictions.”


 


Section 4.
Conditions of the Purchaser’s Obligations.


 


The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be
true and correct at and as of such Closing Date as though then made.


 


B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated
by this Agreement or the Warrant Agreement.


 


D.
Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the
Registration Rights Agreement, in each case on terms satisfactory to the Purchaser.


 


Section 5.
Conditions of the Company’s Obligations.


 


The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be
true and correct at and as of such Closing Date as though then made.


 


B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants.


 


D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated
by this Agreement or the Warrant Agreement.


 






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E.
Warrant Agreement . The Company shall have entered into the Warrant Agreement.


 


Section 6.
Termination.


 


This Agreement may be terminated by the Company or the Purchaser at
any time after November 30, 2021 upon written notice to the other party hereto if the closing of the Public Offering does not occur prior
to such date.


 


Section 7.
Survival of Representations and Warranties.


 


All of the representations and warranties contained
herein shall survive each Closing Date.


 


Section 8.
Definitions.


 


Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.
Miscellaneous.


 


A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the
signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to
this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way
of example rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the laws of another jurisdiction.


 


F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	CONCORD Acquisition Corp III
	 	 
	 	By:	/s/ Jeff Tuder
	 	Name:	Jeff Tuder
	 	Title:	Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	CA2 CO-INVESTMENT LLC
	 	 
	 	By:	/s/ Owen Littman
	 	Name:	Owen Littman
	 	Title:	Authorized Person



 


[Signature
Page to Private Placement Warrants Subscription Agreement]