Exhibit 10.3


 





PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 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”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (each, a “Share”),
and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per
Share. The Purchaser has agreed to purchase up to an aggregate of 7,875,000 warrants (or up to 8,775,000 warrants in the aggregate to
the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


WHEREAS,
the number of Private Placement Warrants to be purchased by the Purchaser is correlated to the amount of underwriting discounts or commissions
payable by the Company to the underwriters upon completion of the Public Offering.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


		Section
                                            1.  	Authorization,
                                            Purchase and Sale; Terms of the Private Placement Warrants.



 


A.               
Authorization of the Private Placement Warrants.
The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser, including the issuance of Shares
underlying the Private Placement Warrants.


 


B.                 
Purchase and Sale of the Private Placement Warrants.


 


(i)
On the date of the consummation of the Public Offering
or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 7,875,000
Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,875,000 (the “Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s
wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No.
333-254502) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver
certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s
name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment
option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial
Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, up to an aggregate of 900,000 additional Private Placement Warrants, in the same proportion
as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to
$900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s
wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable
by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates
evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the
Purchaser, or effect such delivery in book-entry form.


 






    


     


    

 


C.                 
Terms of the Private Placement Warrants.


 


(i)
The Private Placement Warrants shall have their terms
set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant
Agreement”).


 


(ii)
At or prior to the time of the Initial Closing Date,
the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and
the Shares underlying the Private Placement Warrants.


 


		Section
                                            2. 	Representations
                                            and Warranties of the Company.



 


As
a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents
and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A.                
Incorporation and Corporate Power. The Company
is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified
to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.                 
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement
and the Private Placement Warrants have been duly authorized and approved by the Company as of each Closing Date. This Agreement constitutes
a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law). Upon each issuance of Private Placement Warrants
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will
constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii)
The execution and delivery by the Company of this Agreement
and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise
of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company,
do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption, action, notice,
declaration or filing, in each case, by or to any court or administrative or governmental body or agency pursuant to the Amended and
Restated Memorandum and Articles of Association of the Company (in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement,
order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state
securities laws.


 






    


     


    

 


C.                
Title to Securities. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members,
the Private Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants
will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares
issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and
payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, each
Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other
agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of either Purchaser.


 


D.                
Governmental Consents. No permit, consent, approval
or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery
and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.


 


E.                 
Regulation D Qualification. Neither the
Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of
its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”).


 


		Section
                                            3.	Representations
              and Warranties of the Purchaser.



 


As
a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser,
the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A.                
Organization and Requisite Authority. The Purchaser
possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B.                 
Authorization; No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation
of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this
Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date
(a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c)
result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result
in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice or declaration to, or filing
with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect
on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or
regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject,
except for any filings required after the date hereof under federal or state securities laws.


 






    


     


    

 


C.                 
Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Warrants
and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii)
The Purchaser is an “accredited investor”
as such term is defined in Rule 501(a)(3) of Regulation D of the Securities Act, and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)
The Purchaser understands that the Securities are being
offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and
state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.


 


(iv)
The Purchaser did not decide to enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.


 


(v)
The Purchaser has been furnished with all materials
relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which
have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and
directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought
such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition
of the Securities.


 


(vi)
The Purchaser understands that no United States federal
or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have
not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically
set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register
the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and
their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities
Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would
not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities
can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.


 






    


     


    

 


(viii)
The Purchaser has knowledge and experience in financial
and business matters, understands the high degree of risk associated with investments in the securities of companies in the development
stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic
risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate
means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity
which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


		Section
                                            4.	Conditions
              of the Purchaser’s Obligations.



 


The
obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each
Closing Date, of each of the following conditions:


 


A.                 Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of such Closing Date as though then made.


 


B.                  Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 


C.                  No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.                 Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement, each on terms satisfactory to the Purchaser.


 


E.                  Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


		Section
                                            5.	Conditions
              of the Company’s Obligations.



 


The
obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each
of the following conditions:


 


A.                
Representations and Warranties. The representations
and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though
then made.


 


B.                  Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by the Purchaser on or before such Closing Date.


 






    


     


    

 


C.                  Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.                 No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E.                 
Warrant Agreement. The Company shall have
entered into the Warrant Agreement.


 


		Section
                                            6.	Miscellaneous.



 


A.                
Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or
anything to the contrary herein, the parties may not assign this Agreement without the prior written consent of the other party hereto,
other than assignments by the Purchaser to its affiliates (including, without limitation, one or more of its members).


 


B.                 
Severability. Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.                 
Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or
by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “pdf” signature page
were an original thereof.


 


D.                
Governing Law. This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws
of another jurisdiction.


 


E.                 
Amendments. This Agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


[Signature
Page Follows]


 






    


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth


 


	 	COMPANY:
	 	 
	 	CHAIN
    BRIDGE I, a Cayman Islands exempted company
	 	 
	 	By:	/s/
    Michael Rolnick
	 	 	Name:	Michael Rolnick
	 	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	CHAIN
    BRIDGE GROUP, a Cayman Islands limited liability company
	 	 
	 	By:	/s/
    Michael Rolnick
	 	 	Name:	Michael Rolnick
	 	 	Title:	Manager






 


[Signature
Page to Private Placement Warrants Purchase Agreement]