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:	 	



Name:


Title:


 


[Signature Page to Transaction Support Agreement]


 






     


     


    

 


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


 


SHAREHOLDERS:


 


[_____________]


 


	By:	 	



Name:


Title:


Address:


 


[Signature Page to Transaction Support Agreement]


 






     


     


    

 


EXHIBIT A


 


LIST OF SHAREHOLDERS


 


	 	 	Number of Shares Owned	 
	Name of Shareholder	 	Ordinary 

Shares	 	 	Series A

 Preferred

 Stock	 	 	Series B

 Preferred 

Stock	 	 	Series C /C-1

 Preferred

 Stock	 	 	Series D

 Preferred 

Stock	 	 	Series E 

Preferred

 Stock	 
	Accel XI L.P	 	 	-	 	 	 	7,114,979	 	 	 	1,313,535	 	 	 	2,173,997	 	 	 	-	 	 	 	69,542	 
	Accel XI Strategic Partners L.P.	 	 	-	 	 	 	534,569	 	 	 	98,689	 	 	 	163,339	 	 	 	-	 	 	 	5,224	 
	Accel Investors 2013 L.L.C.	 	 	-	 	 	 	755,625	 	 	 	139,500	 	 	 	230,883	 	 	 	-	 	 	 	7,385	 
	Breyer Capital L.L.C.	 	 	775,464	 	 	 	8,405,172	 	 	 	1,551,724	 	 	 	2,931,437	 	 	 	2,680,055	 	 	 	328,609	 
	Breyer Chao Capital LLC	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	36,168	 	 	 	 	 
	Martha Michele Burns	 	 	-	 	 	 	-	 	 	 	51,724	 	 	 	92,113	 	 	 	30,056	 	 	 	7,016	 
	Chuang Xi Capital Limited	 	 	-	 	 	 	-	 	 	 	-	 	 	 	6,908,404	 	 	 	1,690,306	 	 	 	-	 
	Fenway Summer Ventures LP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	322,393	 	 	 	14,467	 	 	 	-	 
	FS Venture Capital LLC	 	 	-	 	 	 	-	 	 	 	103,448	 	 	 	138,168	 	 	 	21,701	 	 	 	-	 
	General Catalyst Group VI, L.P.	 	 	287,693	 	 	 	16,810,345	 	 	 	3,103,448	 	 	 	2,302,801	 	 	 	1,085,054	 	 	 	82,152	 
	Patrick Sean Neville	 	 	3,975,578	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Oak Investment Partners XIII, Limited Partnership	 	 	 	 	 	 	-	 	 	 	10,862,069	 	 	 	3,115,199	 	 	 	-	 	 	 	-	 
	Wide Palace Limited	 	 	1,430,997	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	9,548,476	 	 	 	3,696,857	 




 






     


     


    

 


EXHIBIT B


 


BUSINESS COMBINATION AGREEMENT