Termination Agreement, dated as of December 5, 2022, by and among Concord Acquisition Corp, Circle Internet Finance Public Limited Company, Topco (Ireland) Merger Sub Inc., and Circle Internet Financial Limited, and, solely for purposes of Sections 4 and 5, Concord Sponsor Group LLC and CA Co-Investment LLC

Exhibit 10.1

TERMINATION AGREEMENT

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 Termination Agreement shall have the meanings ascribed to them in the Transaction Agreement (as defined below).

RECITALS

WHEREAS, the Parties are party to that certain Transaction Agreement, dated as of February 16, 2022 (the “Transaction Agreement”);

WHEREAS, despite the Parties’ efforts, as of the date hereof the Parties have been unable to cause the SEC to declare the Registration Statement / Proxy Statement effective;

WHEREAS, as a result, the Transactions are not capable of being consummated by the 24-month anniversary of Concord’s initial public offering and Concord will be required, pursuant to the terms of the Concord Organizational Documents, to redeem (the “Redemption”) the outstanding shares of Concord Class A Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding shares of Concord Class A Common Stock, which Redemption will completely extinguish rights of the holders of Concord Class A Common Stock (including the right to receive further liquidating distributions, if any), subject to applicable law, and as promptly as reasonably possible following such Redemption, subject to the approval of Concord’s remaining stockholders and the Concord Board in accordance with applicable law, liquidate and dissolve, subject in each case to Concord’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law;

WHEREAS, pursuant to Section 11.01(a) of the Transaction Agreement, the Transaction Agreement may be terminated, and the Merger and the other Transactions may be abandoned at any time prior to the Scheme Effective Time, by mutual written consent of Concord and the Company;

WHEREAS, the Parties desire to terminate the Transaction Agreement and abandon the Transactions as set forth herein and in accordance with Section 11.01(a) of the Transaction Agreement; and

WHEREAS, in connection with the termination of the Transaction Agreement, the Parties wish to provide for a mutual release of claims, and Topco, the Company and Merger Sub desire to receive a release of claims by Sponsor, as provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth in this Termination Agreement, and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Termination of Transaction Agreement. In accordance with Sections 11.01(a), and 11.02 of the Transaction Agreement and subject to the terms and provisions of this Termination Agreement, the Transaction Agreement shall be terminated by this mutual written consent of the Parties effective as of the Effective Date. As of the Effective Date, all Parties’ right, title, and interest in the Transaction Agreement will terminate and be of no further legal force or effect, except that, notwithstanding anything to the contrary contained in the Transaction Agreement, the Confidentiality Agreement, or any of the Transaction Documents, the terms set forth in Section 9.03(b) (Confidentiality), Section 11.02 (Effect of Termination), Section 11.03(a) and (c) (Expenses), Article XII (General Provisions) (other than Section 12.02 Nonsurvival of Representations, Warranties and Covenants) and any corresponding definitions set forth in Article I of the Transaction Agreement, and no others, shall survive the termination of the Transaction Agreement and remain in full force and effect. The Parties further acknowledge and agree that, as of the Effective Date and by virtue of the termination of the Transaction Agreement hereby, each of the Ancillary Agreements shall terminate in accordance with their terms.

2. Expenses; Termination Fee Share Issuance.

3. Communications; Filings.

4. Mutual Release. Effective from and after the Effective Date, each of Concord and Sponsor, on the one hand, and the Company, Topco and Merger Sub, on the other hand, acknowledge and agree, in each case on behalf of itself and each of its respective Affiliates, Subsidiaries, officers, directors, employees, managers, partners, principals, advisors, agents, stockholders, members, investors, equity holders or other representatives, successors, predecessors or assigns (each, a “Releasing Party”), that:

5. Waiver of Claims under California Civil Code. Effective from and after the Effective Date, the Releasing Parties expressly waive, and each Releasing Party shall be deemed to have expressly waived the provisions, rights, and benefits of California Civil Code §1542, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The Releasing Parties further expressly waive any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542.

6. Miscellaneous. Section 9.03(b) (Confidentiality) and Article XII (General Provisions) (other than Section 12.02 Nonsurvival of Representations, Warranties and Covenants) of the Transaction Agreement are hereby incorporated by reference as if fully set forth herein and will apply mutatis mutandis to this Termination Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

[Signature Page to Termination Agreement]

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