INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2020 • Concord Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Concord Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • November 4th, 2020 • Concord Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between Concord Acquisition Corp, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • Concord Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2020, is made and entered into by and among Concord Acquisition Corp, a Delaware corporation (the “Company”), Concord Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), CA Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • December 11th, 2020 • Concord Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 7, 2020, is by and between Concord Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2020 • Concord Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Concord Acquisition Corp, a Delaware corporation (the “Company”), Concord Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), CA Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CONCORD ACQUISITION CORP 24,000,000 Units Underwriting AgreementUnderwriting Agreement • December 11th, 2020 • Concord Acquisition Corp • Blank checks • New York
Concord Acquisition Corp, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 24,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,600,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
UNIT Subscription AGREEMENTUnit Subscription Agreement • December 11th, 2020 • Concord Acquisition Corp • Blank checks • New York
THIS UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of December 7, 2020, is entered into by and among Concord Acquisition Corp, a Delaware corporation (the “Company”), and Concord Sponsor Group LLC, a Delaware limited liability company (the “Purchaser”).
Concord Acquisition CorpUnderwriting Agreement • December 11th, 2020 • Concord Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Concord Acquisition Corp, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. T
SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 2021 • Concord Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 7th day of July, 2021, by and among Concord Acquisition Corp, a Delaware corporation (the “Company”), Circle Acquisition Public Limited Company, a public company limited by shares incorporated in Ireland (“Topco”), and the party identified as the “Subscriber” on the signature page hereto (the “Subscriber” and, together with the Company and Topco, the “Parties” and each a “Party”).
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022Advisory Agreement • November 4th, 2020 • Concord Acquisition Corp • Blank checks • New York
Concord Acquisition CorpSubscription Agreement • October 23rd, 2020 • Concord Acquisition Corp • Blank checks • New York
We are pleased to accept the offer CA Co-Investment LLC (the “Subscriber” or “you”) has made to purchase 1,437,500 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Class B Common Stock”), of Concord Acquisition Corp, a Delaware corporation (the “Company”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Ch
Concord Acquisition CorpSubscription Agreement for Founder Shares • October 23rd, 2020 • Concord Acquisition Corp • Blank checks • New York
We are pleased to accept the offer Concord Sponsor Group LLC (the “Subscriber” or “you”) has made to purchase 5,675,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Concord Acquisition Corp, a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Chart
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 8th, 2021 • Concord Acquisition Corp • Blank checks • Delaware
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”).
CONCORD Acquisition CorpAdministrative Services Agreement • November 4th, 2020 • Concord Acquisition Corp • Blank checks • New York
This letter agreement by and between Concord Acquisition Corp (the “Company”) and Atlas Merchant Capital LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT by and among CONCORD ACQUISITION Corp, CIRCLE ACQUISITION PUBLIC LIMITED COMPANY, TOPCO (IRELAND) MERGER SUB, INC., AND CIRCLE INTERNET FINANCIAL LIMITED Dated as of July 7, 2021Business Combination Agreement • July 8th, 2021 • Concord Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of July 7, 2021 (this “Agreement”), by and among Concord Acquisition Corp, a Delaware corporation (“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”). Concord, Topco, Topco Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”.
TERMINATION AGREEMENTTermination Agreement • December 5th, 2022 • Concord Acquisition Corp • Blank checks
This TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of December 5, 2022 (the “Effective Date”), by and among Concord Acquisition Corp, a Delaware corporation (“Concord”), Circle Internet Finance Public Limited Company (formerly known as Circle Acquisition Public Limited Company), a public company limited by shares incorporated in Ireland ( “Topco”), Topco (Ireland) Merger Sub Inc., a Delaware corporation (“Merger Sub”), Circle Internet Financial Limited, a company limited by shares incorporated in Ireland (the “Company”), and, solely for purposes of Sections 4 and 5 hereof, Concord Sponsor Group LLC, a Delaware limited liability company (“Concord Sponsor”), and CA Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and collectively with Concord Sponsor, “Sponsor”). Concord, Topco, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 8th, 2021 • Concord Acquisition Corp • Blank checks • Delaware
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”).
