PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 1st, 2021 • Chain Bridge I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__________], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”) and Chain Bridge Group, a Cayman Islands limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 1st, 2021 • Chain Bridge I • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [__________], 2021, is made and entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”), CB Co-Investment LLC, an affiliate of one of the Underwriters (“CB Co-Investment”) and the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor, CB Co-Investment and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT CHAIN BRIDGE I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [_____________], 2021Warrant Agreement • October 1st, 2021 • Chain Bridge I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [________________], 2021 is by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2021 • Chain Bridge I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____________], 2021, by and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CHAIN BRIDGE I 20,000,000 Units Underwriting AgreementUnderwriting Agreement • October 1st, 2021 • Chain Bridge I • Blank checks • New York
Chain Bridge I, a Cayman Islands exempted company (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 representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units, collectively, are herein referred to as the “Public Units.”
Chain Bridge I Ground Suite Burlingame, CA 94010Underwriting Agreement • October 1st, 2021 • Chain Bridge I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Cowen and Company, LLC and Wells Fargo Securities, LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospe
Chain Bridge ISecurities Subscription Agreement • October 1st, 2021 • Chain Bridge I • Blank checks
Reference is made to the Securities Subscription Agreement dated February 3, 2021, as amended by the Amendment to Securities Subscription Agreement, dated April 9, 2021 (as so amended, the “Agreement”), between CB Co-Investment, LLC, a Delaware limited liability company (the “Subscriber”), and Chain Bridge I, a Cayman Islands exempted company (the “Company”), with respect to the Subscriber’s purchase of 1,429,286 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 186,429 of which are subject to forfeiture by Subscriber as described in the Agreement, and Subscriber’s commitment to purchase an aggregate of 1,400,000 Warrants (“Initial Warrants”) and up to an additional 150,000 Warrants (“Additional Warrants”) if the underwriters in the IPO exercise their over-allotment option in full or in part. The purpose of this letter agreement (this “Amendment”) is to amend the Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed
COWEN AND COMPANY, LLC WELLS FARGO SECURITIES, LLCAdvisory Agreement • October 1st, 2021 • Chain Bridge I • Blank checks • New York
Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with an actual or potential conflict of interest or if the de
