Chain Bridge I Hillsborough, CA 94010Chain Bridge I • March 19th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 3, 2021 by and between CB Co-Investment, L.L.C., a Delaware limited liability company (the “Subscriber” or “you”), and Chain Bridge I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 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 you if the underwriters of the initial public offering (“IPO”) of units (“Units”), each unit consisting of one Class A ordinary share of the Company and a fraction of a warrant to purchase one Class A ordinary shares of the Company (the “Warrants”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2022 • Chain Bridge I • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2022 between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and David G. Brown (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 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 • November 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”).
Chain Bridge I Hillsborough, CA 94010Securities Subscription Agreement • March 19th, 2021 • Chain Bridge I • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 3, 2021 by and between Chain Bridge Group, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Chain Bridge I, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,195,714 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 938,571 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 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 • November 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.”
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 1st, 2021 • Chain Bridge I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of November 1, 2021, between CHAIN BRIDGE I, a Cayman Islands exempted company (the “Company”), and Franklin strategic series - Franklin Growth Opportunities Fund, a Delaware statutory trust (the “Purchaser”).
COWEN AND COMPANY, LLC WELLS FARGO SECURITIES, LLCChain Bridge I • April 12th, 2021 • Blank checks • New York
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not an Advisor is an Indemnified Person) the Company and the applicable Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and such Advisor, on the other, in connection with such Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of any such Advisor’s contribution to such Claim exceed the amount of Fee actually received by such Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relativ
Chain Bridge I Dover, DE 19901 Re: Letter Agreement Ladies and Gentlemen:Letter Agreement • January 5th, 2024 • Chain Bridge I • Blank checks • New York
This letter, dated December [__], 2023 (this “Letter Agreement”), is being delivered to you in connection with your services provided to Chain Bridge I, a Cayman Islands exempted company (the “Company”). Reference is made to that certain letter agreement, dated November 9, 2021, and as amended from time to time, by and among the Company, Fulton AC I LLC, Chain Bridge Group, CB Co-Investment LLC and certain individuals, as amended from time to time (the “Existing Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Existing Letter Agreement.
Chain Bridge I Ground Suite Burlingame, CA 94010Letter Agreement • November 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 I Registration and Shareholder Rights Agreement JoinderChain Bridge I • October 19th, 2022 • Blank checks
By executing and delivering this signature page, David G. Brown (the “Participant”) hereby acknowledges and agrees that Chain Bridge I (the “Company”) has agreed to grant to Participant 30,000 RSUs subject to and in accordance with that certain Letter Agreement, dated as of October 13, 2022, as may be amended, by and among the Company and the Participant. Further each of the Company and Chain Bridge Group, a Cayman Islands exempted limited liability company (“Sponsor”) and the Participant hereby acknowledge and agree that the Participant hereby joins in, becomes a party to and agrees to be bound by the terms and conditions of that certain Registration and Shareholder Rights Agreement dated as of November 9, 2021, as may be amended, by and among the Company, the Sponsor, CB Co-Investment LLC and the Holders (as such term is defined therein) (the “Registration Rights Agreement”), pursuant to which the Participant shall be bound by and subject to the terms of the Registration Rights Agree
VOTING AGREEMENTVoting Agreement • January 5th, 2024 • Chain Bridge I • Blank checks • New York
VOTING AGREEMENT, dated as of December __, 2023 (this “Agreement”), by and between Chain Bridge I, an exempted company incorporated under the laws of the Cayman Islands with offices located at 330 Primrose Road, Suite 500, Burlingame, California (the “Company”) and _____________ (the “Shareholder”).
Chain Bridge IServices Agreement • January 5th, 2024 • Chain Bridge I • Blank checks
This letter (the “Services Agreement”) will confirm our agreement that, commencing on the date hereof (the “Effective Date”) and continuing until the earlier of (i) the consummation by Chain Bridge I (the “Company”) of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Fulton AC I, LLC (“Fulton AC”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 8 The Green #17538, Dover, DE 19901 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $30,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination Date.
Chain Bridge IChain Bridge I • April 12th, 2021 • Blank checks
Reference is made to the Securities Subscription Agreement dated February 3, 2021 (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 1,333,333 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 to them in the Agreement.
Chain Bridge IChain Bridge I • October 1st, 2021 • 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
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 11th, 2023 • Chain Bridge I • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of May __, 2023 by and among Chain Bridge I, a Cayman Islands exempted company (“CBRG” or the “Company”), Chain Bridge Group, a Cayman Islands limited liability company (the “Sponsor”, or the “Seller”), CB Co-Investment LLC, a Delaware limited liability company (“CB Co-Investment”) and the undersigned investor (the “Investor”).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • January 5th, 2024 • Chain Bridge I • Blank checks
This AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into as of December [21], 2023, by and among Chain Bridge Group (the “Sponsor”), CB Co-Investment LLC (“CB Co-Investment”), Fulton AC I LLC (“Fulton”) and the undersigned the members of the Company’s board of directors and/or executive management team (the “Insiders”). The Sponsor, CB Co-Investment, Fulton and the Insiders are collectively referred to herein as the “Parties”. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Letter Agreement (as defined below).
Chain Bridge ILetter Agreement • November 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 and Amendment No. 2 to Securities Subscription Agreement, dated October 1, 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”). 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 to them in the Agreement.
Chain Bridge I Registration and Shareholder Rights Agreement JoinderChain Bridge I • June 22nd, 2023 • Blank checks
By executing and delivering this signature page, Roger Lazarus (the “Participant”) hereby acknowledges and agrees that Chain Bridge I (the “Company”) has agreed to grant to Participant 30,000 RSUs subject to and in accordance with that certain Letter Agreement, dated as of June 15, 2023, as may be amended, by and among the Company and the Participant. Further each of the Company and Chain Bridge Group, a Cayman Islands exempted limited liability company (“Sponsor”) and the Participant hereby acknowledge and agree that the Participant hereby joins in, becomes a party to and agrees to be bound by the terms and conditions of that certain Registration and Shareholder Rights Agreement dated as of November 9, 2021, as may be amended, by and among the Company, the Sponsor, CB Co-Investment LLC and the Holders (as such term is defined therein) (the “Registration Rights Agreement”), pursuant to which the Participant shall be bound by and subject to the terms of the Registration Rights Agreement
Chain Bridge IOriginal Agreement • March 17th, 2023 • Chain Bridge I • Blank checks
This amended and restated letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • April 12th, 2021 • Chain Bridge I • Blank checks • New York
This Securities Assignment Agreement is dated as of April 9, 2021 (this “Assignment”), by and between CB Co-Investment LLC (the “Seller”), and Chain Bridge Group, a Cayman Islands limited liability company (the “Buyer”).
Chain Bridge IOriginal Agreement • August 2nd, 2022 • Chain Bridge I • Blank checks • New York
This amended and restated letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
WARRANT AGREEMENT CHAIN BRIDGE I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [_____________], 2021Warrant Agreement • April 12th, 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”).
Chain Bridge IChain Bridge I • April 12th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Chain Bridge I (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Chain Bridge Group (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 100 El Camino Real, Ground Suite, Burlingame, CA 94010 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $20,000 per month commencing on the Effective Date and continuing monthly therea
COWEN AND COMPANY, LLC WELLS FARGO SECURITIES, LLCChain Bridge I • October 1st, 2021 • 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
