Exhibit
10.1


 


Execution
Copy


 


TRANSACTION
SUPPORT AGREEMENT


 


This
TRANSACTION SUPPORT AGREEMENT, dated as of July 7, 2021 (this “Agreement”), is by and among Concord Acquisition Corp,
a Delaware corporation (“Concord”) and certain of the shareholders of the Company (as defined below) whose names appear
on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).


 


WHEREAS,
Concord, Circle Acquisition Public Limited Company, a public company limited by shares incorporated in Ireland (“Topco”),
Topco (Ireland) Merger Sub, Inc., a Delaware corporation (“Topco Merger Sub”) and Circle Internet Financial Limited,
a private company limited by shares incorporated in Ireland (the “Company”) propose to enter into, simultaneously
herewith, a business combination agreement in the form attached hereto as Exhibit B (the “BCA”; capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA), which provides for, among other things,
a business combination among Concord, Topco, Topco Merger Sub and the Company; and


 


WHEREAS,
as of the date hereof, each Shareholder owns of record and/or beneficially the number and class of Company Shares as set forth opposite
such Shareholder’s name on Exhibit A hereto (all such Company Shares and any Company Shares of which ownership of record
or the power to vote or dispose is hereafter acquired by the Shareholders prior to the termination of this Agreement being referred to
herein as the “Shares”).


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:


 


1. Agreement
to Vote. Subject to the earlier termination of this Agreement in accordance with Section 6, each Shareholder, by this Agreement,
with respect to its Shares, severally and not jointly, hereby agrees to vote (or cause to be voted), at any meeting (including, for the
avoidance of doubt, any general meeting, including the EGM, class meeting and any general and/or class meeting of the Company convened
in accordance with Chapter 1 of Part 9 of the Act to approve the Scheme) of the Shareholders of the Company following the time at which
the Registration Statement/Proxy Statement is declared effective under the Securities Act, and in any action by written consent of the
Shareholders of the Company (which written consent shall be delivered promptly, and in any event within two (2) business days, following
the time at which the Registration Statement/Proxy Statement is declared effective under the Securities Act), all of such Shareholder’s
Shares held by such Shareholder at such time (i) in favor of the approval and adoption of the BCA and approval of the Transactions, including
the Scheme of Arrangement, (ii) against any Alternative Transaction and (iii) against any action, agreement or transaction or proposal
that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the
BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated. Each Shareholder acknowledges
receipt and review of a copy of the BCA.


 


2. Termination
of Company Shareholder Agreements. Each Shareholder, by this Agreement, with respect to its Shares, severally and not jointly, hereby
agrees to terminate, subject to the occurrence of, and effective immediately prior to, the Scheme Effective Time, (a) that certain Investor
Rights Agreement, dated May 14, 2018, among the Company and the shareholders of the Company named therein (the “Investor Rights
Agreement”), (b) that certain Share Sale Agreement, dated May 14, 2018, among the Company and the shareholders of the Company
named therein (the “Share Sale Agreement”) and (c) that certain Voting Agreement, dated May 14, 2018, by and among
the Company and the shareholders of the Company named therein (the “Voting Agreement” and, together with the Investor
Rights Agreement and the Share Sale Agreement, the “Company Shareholder Agreements”), and (d) if applicable to such
Shareholder, any rights under any other agreement providing for redemption rights, put rights, purchase rights, information rights, rights
to consult with and advise management, inspection rights, preemptive rights, Company Board observer rights or rights to receive information
delivered to the Company Board or other similar rights not generally available to shareholders of the Company between such Shareholder
and the Company, but excluding, for the avoidance of doubt, any rights such Shareholder may have that relate to any commercial or employment
agreements or arrangements between such Shareholder and the Company or any subsidiary, which shall survive in accordance with their terms.


 






    


     


    

 


3. Transfer
of Shares. Subject to the earlier termination of this Agreement in accordance with Section 6 or the Closing, each Shareholder,
severally and not jointly, agrees that it shall not, directly or indirectly, (x) sell, assign, transfer (including by operation of law),
lien, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, except for a sale, assignment
or transfer (i) pursuant to the BCA, (ii) to another shareholder of the Company that is a party to this Agreement and bound by the terms
and obligations hereof or (iii) in a Permitted Transfer, (y) deposit any Shares into a voting trust or enter into a voting agreement
or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (z) except as
otherwise contemplated in the BCA, enter into any contract, option or other arrangement or undertaking with respect to the direct or
indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares. A “Permitted
Transfer” shall mean any sale(s), assignment(s) or transfer(s): (a) to an affiliate of such Shareholder; (b) as a bona fide
gift or gifts, or to a charitable organization; (c) to a trust, or other entity formed for estate planning purposes for the primary benefit
of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned
has a relationship by blood, marriage or adoption not more remote than first cousin; (d) if the Shareholder is an individual, by will
or intestate succession upon the death of such Shareholder; (e) by operation of law, such as pursuant to a qualified domestic order or
the dissolution of marriage or civil union (including, without limitation, a divorce settlement); (f) if the Shareholder is a corporation,
partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, to another corporation,
partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is
under common control or management with the undersigned or its affiliates; provided, that in each Permitted Transfer, such transferee
shall execute this Agreement or a joinder agreeing to become a party to this Agreement; and (g) to Circle Internet Trust Company (a private
company limited by shares incorporated in Ireland) as trustee for the benefit of the Shareholder.


 


4. No
Solicitation of Transactions; Waiver of Appraisal Rights.


 


(a) Each
of the Shareholders, severally and not jointly, agrees not to, and shall cause its Representatives not to, directly or indirectly, (i)
initiate, solicit, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information), whether publicly
or otherwise, any inquiries with respect to, or the making of, any Alternative Transaction, (ii) engage in any negotiations or discussions
concerning, or provide access to its properties, books and records or any Confidential Information or data to, any person relating to
an Alternative Transaction, (iii) enter into, engage in and maintain discussions or negotiations with respect to any Alternative Transaction
(or inquiries, proposals or offers or other efforts that could reasonably be expected to lead to any Alternative Transaction) or otherwise
cooperate with or assist or participate in, or knowingly facilitate any such inquiries, proposals, offers, efforts, discussions or negotiations,
(iv) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of
the Company, (v) approve, vote in favor for, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative
Transaction, (vi) approve, endorse, recommend, execute or enter into any agreement in principle, letter of intent, memorandum of understanding,
term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other written
arrangement relating to any Alternative Transaction or any proposal or offer that could reasonably be expected to lead to an Alternative
Transaction, or (vii) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its Representatives to take
any such action. On execution of this Agreement, each Shareholder shall, and shall instruct its Representatives to, immediately cease
any solicitations, discussions or negotiations with any person (other than the parties to the BCA and their respective Representatives)
in connection with an Alternative Transaction (other than the Transactions). Each Shareholder may only respond to any unsolicited proposal
regarding an Alternative Transaction by indicating that the Company is subject to the BCA and such Shareholder is unable to provide any
information related to the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative
Transaction for as long as the BCA remains in effect.


 






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(b) Each
Shareholder hereby agrees not to assert, exercise or perfect, directly or indirectly, and irrevocably and unconditionally waives, any
appraisal rights (including under Section 262 of the DGCL) with respect to the Merger and any rights to dissent with respect to the Merger
or to oppose any reorganization or amendment designed to facilitate drag along rights or otherwise facilitate the BCA. Each Shareholder
hereby further agrees that it will take no action which may prevent or unduly delay: (i) the approval of the Scheme of Arrangement, including
at the Irish High Court hearing to sanction the Scheme, or (ii) the effectiveness of the Scheme of Arrangement.


 


5. Representations
and Warranties. Each Shareholder, severally and not jointly, represents and warrants to Concord as follows:


 


(a) The
execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions
contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States statute, law, ordinance,
regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such Shareholder, (ii) result in the
creation of any encumbrance on any Shares (other than under this Agreement, the BCA and the agreements contemplated by the BCA) or (iii)
conflict with or result in a breach of or constitute a default under any provision of such Shareholder’s governing documents or
any agreement (including any voting agreement or letter agreement with the Company) to which such Shareholder is a party.


 


(b) As
of the date of this Agreement, such Shareholder owns exclusively of record and has good and valid title to, and/or owns beneficially,
the Shares set forth opposite such Shareholder’s name on Exhibit A free and clear of any security interest, lien, claim,
pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership
or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws, (iii) the Company
Organizational Documents and (iv) the Company Shareholder Agreements, and as of the date of this Agreement, such Shareholder has the
sole power (as currently in effect) to vote and right, power and authority to sell, transfer and deliver such Shares, and such Shareholder
does not own, directly or indirectly, any other Shares.


 


(c) Such
Shareholder has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized,
executed and delivered by such Shareholder.


 


(d) There
are no outstanding loans or advances from such Shareholder or their respective affiliates to the Company or its subsidiaries or vice
versa.


 






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6. Termination.
This Agreement and the obligations of the Shareholders under this Agreement shall automatically terminate upon the earliest of (a) the
Merger Effective Time; (b) the termination of the BCA in accordance with its terms, (c) the effective date of a written agreement of
the parties hereto terminating this Agreement, (d) any change to the form of consideration (other than to add additional consideration)
or decrease in the amount of consideration payable in the Transactions and (e) any change to the terms of the BCA or other Transaction
Documents that adversely effects, in any respect, or is reasonably likely to adversely effect, in any respect, any Shareholder party
to this Agreement relative to other holders of Equity Interests of the Company. Upon termination of this Agreement, neither party shall
have any further obligations or liabilities under this Agreement; provided that nothing in this Section 6 shall relieve any party
of liability for any willful material breach of this Agreement occurring prior to termination. The representations and warranties contained
in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Closing or the termination
of this Agreement.


 


7. Miscellaneous.


 


(a) Except
as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.


 


(b) All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses or e-mail addresses (or at such other address or email address for a
party as shall be specified in a notice given in accordance with this Section 7(b)):


 


If
to Concord, to it at:


 


Concord
Acquisition Corp


477
Madison Avenue, 22nd Floor


New
York, NY 10022


Attention:
Michele J. Cito


Email:
mcito@atlasmerchantcapital.com


 


with
a copy to:


 


Greenberg
Traurig, P.A.


333
SE 2nd Avenue, Suite 4400


Miami,
FL 33131


Attention:
Alan I. Annex, Esq.


Email:
annexa@gtlaw.com


 


If
to Company, to it at:


 


Circle
Internet Financial Limited


332
Congress Street


4th
Floor


Boston,
MA 02210


Attention:
Legal Department


Email:
legal@circle.com


 






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with
a copy to:


 


Goodwin
Procter LLP


100
Northern Avenue


Boston,
MA 02210


Attention :
William, Schnoor, John Mutkoski and Gregg Katz


Email:
wschnoor@goodwinlaw.com, jmutkoski@goodwinlaw.com and


gkatz@goodwinlaw.com


 


If
to a Shareholder, to the address or email address set forth for Shareholder on the signature page hereof.


 


(c) If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


(d) This
Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements
and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement
shall not be assigned (whether pursuant to a merger, by operation of law or otherwise), by any party without the prior express written
consent of the other parties hereto.


 


(e) This
Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective permitted assigns, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement. No Shareholder shall be liable for the breach by any other Shareholder of this Agreement.


 


(f) This
Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument
in writing signed by (i) Concord and (ii) Shareholders holding a majority of the Company Shares set forth on Exhibit A.


 


(g) The
parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy
at law or in equity.


 


(h) This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed
in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively
in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Chancery Court for
the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree
not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient
forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced
in or by any of the above-named courts. Notwithstanding the foregoing, the Scheme of Arrangement and matters related thereto shall, to
the extent required by the laws of Ireland, and the interpretation of the duties of the directors of the Company, be governed by and
construed in accordance with the laws of Ireland and the courts of Ireland shall have exclusive jurisdiction to settle any disputes relating
to such matters, and any proceedings, suits or actions arising out of or in connection with such matters shall therefore be brought in
the courts of Ireland.


 






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(i) This
Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in counterparts, and
by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.


 


(j) Each
Shareholder hereby consents to and authorizes the Company and Concord to publish and disclose in any announcement or disclosure required
by the SEC and any other applicable securities regulators such Shareholder’s identity and ownership of Shares and the nature of
such Shareholder’s obligations under this Agreement.


 


(k) At
the request of Concord, in the case of any Shareholder, or at the request of the Shareholders, in the case of Concord, and without further
consideration, each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and
take such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(l) This
Agreement shall not be effective or binding upon any Shareholder until after such time as the BCA is executed and delivered by the Company,
Concord, Topco and Topco Merger Sub.


 


(m) Notwithstanding
anything herein to the contrary, each Shareholder signs this Agreement solely in such Shareholder’s capacity as a shareholder of
the Company, and not in any other capacity and this Agreement shall not limit its capacity, if applicable, as an officer or director
of the Company. Notwithstanding anything in this Agreement to the contrary, nothing contained herein shall restrict any Shareholder’s
exercise of fiduciary duties, if owed, to the Company or its shareholders in such Shareholder’s capacity as an officer or director
of the Company.


 


(n) Each
of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect
to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies
that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers
and certifications in this Section 7(n).


 


[Signature
pages follow]





 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


CONCORD
ACQUISITION CORP


 


	By:
    	/s/ Jeff
Tuder	 
	Name:	Jeff
Tuder	 
	Title:	Chief
Executive Officer	 



 


[Signature Page to Transaction
Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


SHAREHOLDERS:


 


ACCEL XI L.P. 


 





	By:	Accel XI Associates L.L.C.	 
	Its General Partner	 



 


	By:	/s/ Tracy Sedlock	 
	Name:	Tracy Sedlock	 
	Title:	Attorney in Fact 	 
	Address:	500 University Ave.

      Palo Alto, CA 94301
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


SHAREHOLDERS:


 


ACCEL XI STRATEGIC PARTNERS L.P.


 





	By:	Accel XI Associates L.L.C.	 
	Its General Partner	 



 


	By:	/s/ Tracy Sedlock	 
	Name:	Tracy Sedlock	 
	Title:	Attorney in Fact 	 
	Address:	500 University Ave.

      Palo Alto, CA 94301
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    



 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


SHAREHOLDERS:


 


ACCEL INVESTORS 2013 L.L.C.






 


	By:	/s/ Tracy Sedlock	 
	Name:	Tracy Sedlock	 
	Title:	Attorney in Fact 	 
	Address:	500 University Ave.

      Palo Alto, CA 94301
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    




 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


BREYER CAPITAL L.L.C.






 


	By:	/s/ Jim Breyer	 
	Name:	Jim Breyer	 
	Title:	Founder/CEO	 
	Address:	301 West Ave., Suite 200 

Austin, TX 78701
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    




 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


BREYER CHAO CAPITAL LLC






 


	By:	/s/ Jim Breyer	 
	Name:	Jim Breyer	 
	Title:	Founder/CEO	 
	Address:	301 West Ave., Suite 200 

Austin, TX 78701
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    






 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


MARTHA MICHELE BURNS






 


	By:	/s/ M. Michele Burns	 
	Name:	 M. Michele Burns	 
	Title:	Director	 
	Address:	160 West 12th Street, Apt. 21 

New York, NY. 10011
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    








 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


CHUANG XI CAPITAL LIMITED






 


	By:	/s/ Quan Zhou	 
	Name:	 Quan Zhou	 
	Title:	Part	 
	Address:	Unit 5505, 55/F., The Center, 

9 Queen’s Road Central, Hong Kong
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    










 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


FENWAY SUMMER VENTURES LP (acting through the managing entity/general partner Fenway Summer Ventures GP LLC)






 


	By:	/s/ Raj Date	 
	Name:	 Raj Date	 
	Title:	Managing Partner	 
	Address:	923 15th Street NW, 5th Floor 

Washington, DC 20005
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


FS VENTURE CAPITAL LLC






 


	By:	/s/ Raj Date	 
	Name:	 Raj Date	 
	Title:	Managing Partner	 
	Address:	923 15th Street NW, 5th Floor 

Washington, DC 20005
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


GENERAL CATALYST GROUP VI, L.P.


 





	By:	General Catalyst Partners VI, L.P.	 
	 	its General Partner	 


 








	By:	General Catalyst GP VI, LLC	 
	 	its General Partner	 


 


	By:	/s/ Chris McCain	 
	Name:	 Chris McCain	 
	Title:	Chief Legal Officer	 
	Address:	20 University Road Suite 450 

Cambridge, MA 02138
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    




 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


PATRICK SEAN NEVILLE






 


	By:	/s/ Patrick Sean Neville	 
	Name:	 Patrick Sean Neville	 
	Title:	Director	 
	Address:	45 Hancock St

      Lexington, MA 02420
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    






 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


OAK INVESTMENT PARTNERS XIII LIMITED PARTNERSHIP






 


	By:	/s/ Annie Lamont	 
	Name:	 Annie Lamont	 
	Title:	Managing partner	 
	Address:	Three Pickwick Plaza, Suite 302 

Greenwich, CT 06830
	 



 


[Signature Page to Transaction Support Agreement]


 






    


     


    








 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


STOCKHOLDERS:


 


WIDE PALACE LIMITED






 


	By:	/s/ Quan Zhou	 
	Name:	 Quan Zhou	 
	Title:	Part	 
	Address:	Unit 5505, 55/F., The Center, 

9 Queen’s Road Central, Hong Kong
	 



 


[Signature Page to Transaction Support Agreement]




 






    


     


    

 


EXHIBIT
B


 


BUSINESS
COMBINATION AGREEMENT