Material Agreement - Form 8-K

On April 23, 2024, GCT Semiconductor Holding, Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and a related Registration Rights Agreement (the "Registration Rights Agreement") with B. Riley Principal Capital II, LLC ("B. Riley Principal Capital II"). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to B. Riley Principal Capital II up to $50,000,000 in aggregate gross purchase price of newly issued shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), subject to certain limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock by the Company to B. Riley Principal Capital II pursuant to the Purchase Agreement, and the timing of any such sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement.

Upon the initial satisfaction of each of the conditions to B. Riley Principal Capital II's purchase obligation set forth in the Purchase Agreement, including that a registration statement is declared effective by the Securities and Exchange Commission that registers under the Securities Act of 1933, as amended, the resale by B. Riley Principal Capital II of shares of Common Stock issued to it by the Company under the Purchase Agreement, the Company will have the right, over a period of up to 24 months thereafter, to direct B. Riley Principal Capital II to purchase a specified number of shares of Common Stock, not to exceed certain limitations as set forth in the Purchase Agreement, by timely delivering an irrevocable written notice to B. Riley Principal Capital II on any trading day, subject to the conditions set forth in the Purchase Agreement. The per share purchase price that B. Riley Principal Capital II is required to pay for shares of Common Stock in a purchase pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the Common Stock, calculated in accordance with the Purchase Agreement. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.