Exhibit
10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of November 9, 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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. (333-254502) (the “Registration Statement”) and prospectus (the
 “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial
public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof
by the U.S. Securities and Exchange Commission; and WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Cowen and Company, LLC and Wells Fargo Securities, LLC, as underwriters (collectively, the “Underwriters”)
named therein; and WHEREAS, as described in the Prospectus, $204,000,000 of the proceeds of the Offering, the sale of the Private Placement
Warrants (as defined in the Underwriting Agreement) and the Cowen Loan (as defined in the Underwriting Agreement) (or $234,600,000 if
the Underwriters’ over-allotment option is exercised in full) and the proceeds from any loans in connection with an Extension will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the
 “Beneficiaries”);


 


WHEREAS, as described in the
Prospectus, the Company may extend the period of time to consummate the Business Combination up to two times, each by an additional three
months (for a total of up to 24 months to complete the Business Combination) (each, an “Extension”), subject
to Chain Bridge Group and/or its affiliates or designees depositing into the Trust Account, on or prior to the applicable deadline (the
 “Extension Deadline”), additional funds of $2,000,000, or $2,300,000 if the Underwriters’ over-allotment
option is exercised in full ($0.10 per unit in either case), for each Extension, for a total payment of up to $4,000,000, or up to $4,600,000
if the Underwriters’ over-allotment option is exercised in full ($0.20 per unit in either case); and


 


WHEREAS, the Company has entered
into that certain Business Combination Marketing Agreement, dated as of November 9, 2021, with the Underwriters, pursuant to which the
Company will pay the Underwriters a cash fee (the “Marketing Fee”) for certain advisory services upon the consummation
of the Company’s initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Offering,
including any proceeds from the full or partial exercise of the Underwriters’ over-allotment option; and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


		(a)	Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the
Trust Account established by the Trustee located in the United States at J.P. Morgan Chase Bank, N.A. (or at another
U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;



 






     


     


    

 


		(b)	Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;



 


		(c)	In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United
States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity
of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds
are invested or uninvested, the Trustee may earn bank credits or other consideration;



 


		(d)	Collect and receive, when due, all principal, interest or other income arising from the Property, which
shall become part of the “Property,” as such term is used herein;



 


		(e)	Promptly notify the Company and the Underwriters of all communications received by the Trustee with respect
to any Property requiring action by the Company;



 


		(f)	Supply any necessary information or documents as may be requested by the Company (or its authorized agents)
in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account;



 


		(g)	Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the
Property if, as and when instructed by the Company to do so;



 


		(h)	Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account
reflecting all receipts and disbursements of the Trust Account;



 


		(i)	Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in
accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar
to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), only as directed
in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 18 months after
the closing of the Offering (or up to 24 months if the Company extends the period of time), (2) such later date upon an Extension, effectuated
pursuant to the terms thereof and (3) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such
date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), shall be distributed
to the Public Shareholders of record as of such date;



 






     


     


    

 


		(j)	Upon written request from the Company, which may be given from time to time in a form substantially similar
to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust
Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation
owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to
the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution,
so long as there is no reduction in the principal amount per share initially deposited in the Trust Account (it being acknowledged and
agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request;



 


		(k)	Upon written request from the Company, which may be given from time to time in a form substantially similar
to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee
shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed
Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association;
and



 


		(l)	Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i),
..(j) or (k), above.



 


		(m)	Upon receipt of an extension letter (“Extension Letter”) substantially similar
to Exhibit E hereto at least five business days prior to the applicable Extension Deadline, signed on behalf of the Company by
an executive office, and receipt of the dollar amount specified in Extension Letter on or prior to the applicable Extension Deadline,
follow the instructions set forth in the Extension Letter.



 


		2.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



 


		(a)	Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive
Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections
1(i), (j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal
or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;



 


		(b)	Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against
any and all reasonable and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee
in connection with any action taken by it hereunder and in connection with
any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which
in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on
the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel;



 






     


     


    

 


		(c)	Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual
administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to
Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set
forth in this Section 2(c) and as may be provided in Section 2(b) hereof;



 


		(d)	In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting
verifying the vote of such shareholders regarding such Business Combination;



 


		(e)	Provide the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that
is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;



 


		(f)	Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain
from instructing the Trustee to make any distributions that are not permitted under this Agreement;



 


		(g)	If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their
shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company
does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision
relating to the rights of holders of the Ordinary Shares or pre-initial Business Combination activity (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit
D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender
their shares in connection with such Amendment;



 


		(h)	Within five (5) business days after the Underwriters exercise the over-allotment option (or any unexercised
portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Marketing
Fee, which shall in no event be less than $10,500,000 (or $12,075,000 if the Underwriters’ over-allotment option is exercised in
full); and



 


		(i)	Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with
a Termination Letter in the form of Exhibit A that the Marketing Fee be paid directly to the account or accounts directed by the
Underwriters respectively on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or
any other person.



 


		(j)	If applicable, issue a press release at least three days prior to applicable Extension Deadline announcing
that, at least five days prior to such Extension Deadline, the Company received notice from Chain Bridge Group that Chain Bridge Group
intends to deposit funds into the Trust Account for extending the Extension Deadline.



 


		(k)	Promptly following the applicable Extension Deadline, disclose whether or not the deadline for the Company
to consummate a Business Combination has been extended.



 






     


     


    

 


		3.	Limitations of Liability. The Trustee shall have no responsibility or liability to:



 


		(a)	Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement
or document other than this Agreement and that which is expressly set forth herein;



 


		(b)	Take any action with respect to the Property, other than as directed in Section 1 hereof, and the
Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or
willful misconduct;



 


		(c)	Institute any proceeding for the collection of any principal and income arising from, or institute, appear
in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions
from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;



 


		(d)	Change the investment of any Property, other than in compliance with Section 1 hereof;



 


		(e)	Refund any depreciation in principal of any Property;



 


		(f)	Assume that the authority of any person designated by the Company to give instructions hereunder shall
not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such
authority to the Trustee;



 


		(g)	The other parties hereto or to anyone else for any action taken or omitted by it, or any action
                                                                                                      suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross
                                                                                                      negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice,
                                                                                                      demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company,
                                                                                                      which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due
                                                                                                      execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith
and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are
affected, unless it shall give its prior written consent thereto;



 





		(h)	Verify the accuracy of the information contained in the Registration Statement;



 


		(i)	Provide any assurance that any Business Combination entered into by the Company or any other action taken
by the Company is as contemplated by the Registration Statement;



 






     


     


    

 


		(j)	File information returns with respect to the Trust Account with any local, state or federal taxing authority
or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;



 


		(k)	Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any
income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or
the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or



 


		(l)	Verify calculations, qualify or otherwise approve the Company’s written requests for distributions
pursuant to Sections 1(i), 1(j) or 1(k) hereof.



 


		4.	Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim
of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to,
or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company
under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.



 


		5.	Termination. This Agreement shall terminate as follows:



 


		(a)	If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the
Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance
with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and
has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever;



 


		(b)	If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which
case any funds received by the Trustee from the Company, CB Co-Investment LLC or Chain Bridge Group, as applicable, shall be returned
promptly following the receipt by the Trustee of written instructions from the Company.



 


		6.	Miscellaneous.



 


		(a)	The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set
forth herein with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account
numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the funds.



 






     


     


    

 


		(b)	This Agreement shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original,
and together shall constitute but one instrument.



 


		(c)	This Agreement contains the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof. Except for Section 1(i), 1(j), and 1(k). hereof (which sections may not be modified, amended
or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares,
par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any
Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote for an Amendment,
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.



 


		(d)	The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN
ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.



 


		(e)	Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or by electronic mail or facsimile transmission:



 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004





	 	Attn:	Francis E. Wolf, Jr. & Celeste Gonzalez






		Email:	fwolf@continentalstock.com

cgonzalez@continentalstock.com



 


if to the Company, to:


 


Chain Bridge I

100 El Camino Real

Ground Suite

Burlingame, California 94010


 






     


     


    

 


in each case, with copies to:


 


Goodwin Procter LLP

601 Marshall Street

Redwood City, CA 94063

Attention: Dan Espinoza

Email: DEspinoza@goodwinlaw.com


 


and


 


Cowen and Company, LLC

599 Lexington Avenue

New York, New York 10022


		Attn:	Head of Equity Capital Markets,

with a copy to the General Counsel, Investment Banking



 


and


 


Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

Attn: Equity Syndicate Department (fax no: (212) 214-5918)


 


and


 


DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020

Attn: Michael D. Maline and Stephen P. Alicanti

Email: michael.maline@us.dlapiper.com; stephen.alicanti@us.dlapiper.com


 


		(f)	Each of the Company and the Trustee hereby represents that it has the full right and power and has been
duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against
the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.



 






     


     


    

 


		(g)	This Agreement is the joint product of the Trustee and the Company and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.



 


		(h)	This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by
facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.



 


		(i)	Each of the Company and the Trustee hereby acknowledges and agrees that each of the Underwriters is a
third-party beneficiary of this Agreement.



 


		(j)	Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations
hereunder to any other person or entity.



 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


	 	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 

as
Trustee	 
	 	 




	By: 	/s/ Francis Wolf	 
	Name: 	Francis Wolf	 
	Title: 	Vice President	 




	 	 
	CHAIN
    BRIDGE I	 
	 	 
	By: 	/s/ Michael Rolnick	 
	Name: 	Michael Rolnick	 
	Title: 	Chief Executive Officer	 




 


Signature
Page to Investment Management Trust Agreement


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and Method of Payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the offering by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of the Offering by wire transfer; thereafter $10,000.00 on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k).	 	 	Prevailing rates	 



 


 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:       Trust
Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Chain Bridge I (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of _______, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [_______] (the “Target Business”)
to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date
of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date (including as directed to it by the Underwriters on behalf of the Underwriters (with respect to the Marketing Fee)). It is acknowledged
and agreed that while the funds are on deposit in the trust operating account at [J.P. Morgan Chase Bank, N.A.] awaiting distribution,
neither the Company nor the Underwriters will earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company
and the Underwriters with respect to the transfer of the funds held in the Trust Account, including payment of the Marketing Fee from
the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held
in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in
the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 






     


     


    

 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or
before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the
Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the
business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I
	 	 




	 	By:
	 	Name:
	 	Title




 


	Acknowledged
    and Agreed:	 
	 	 
	Cowen
    and Company, LLC	 
	 	 




	By:	 
	Name:	 
	Title:	 




 


	Wells
    Fargo Securities, LLC	 
	 	 
	By:	 
	Name:	 
	Title:	 




 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:          Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Chain Bridge I (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of [________], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the
trust operating account at [J.P. Morgan Chase Bank, N.A.] to await distribution to the Public Shareholders. The Company has selected
[________], 20___]1  as the effective
date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the
trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and
the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I
	 	 
	 	By:
	 	Name:
	 	Title




 


		cc:	Cowen and Company, LLC

Wells Fargo Securities, LLC



 





 



 1 18 months from the closing
of the Offering or at a later date upon Extensions, if any, effectuated pursuant to the Trust Agreement.


 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:          Trust Account - Tax Payment Withdrawal
Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Chain Bridge I (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $[ ] of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


	[WIRE INSTRUCTION INFORMATION]
	 	 
	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I




	 	 
	 	By:
	 	Name:
	 	Title




 


		cc:	Cowen and Company, LLC

Wells Fargo Securities, LLC



 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:          Trust Account - Shareholder Redemption
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between Chain Bridge I (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of [_________], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[_____] of the principal and
interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set
forth in the Trust Agreement.


 


Pursuant to Section 1(k)
of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[_________] of the proceeds
of the Trust Account to the trust operating account at [J.P. Morgan Chase Bank, N.A.] for distribution to the shareholders that have requested
redemption of their shares in connection with such Amendment.


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I
	 	 
	 	By:
	 	Name:
	 	Title




 


		cc:	Cowen and Company, LLC

Wells Fargo Securities, LLC



 






     


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:           Trust Account - Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(m)
of the Investment Management Trust Agreement between Chain Bridge I (“Company”) and Continental Stock Transfer
 & Trust Company, dated as of [_________], 2021 (“Trust Agreement”), this is to advise you that the Company
is extending the time available to consummate a Business Combination for an additional three (3) months, from _______ to _______ (the
 “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $2,000,000 [(or $2,300,000 if the underwriters’ over-allotment option
was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I
	 	 
	 	By: 	 
	 	Name:
	 	Title




 


		cc:	Cowen and Company, LLC

Wells Fargo Securities, LLC