Exhibit 10.9


 


November 9, 2021


 


Chain Bridge I

100 El Camino Real

Ground Suite

Burlingame, CA 94010


 


	Re:	Initial Public Offering




 


Ladies and Gentlemen:


 


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 “Prospectus”) filed by the Company with
the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein
are defined in paragraph 1 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Chain Bridge Group (the “Sponsor”),
CB Co-Investment LLC (“CB Co-Investment”), and each of the undersigned individuals, each of whom is a member
of the Company’s board of directors and/or executive management team (each, an “Insider” and, collectively,
the “Insiders”) hereby agree with the Company as follows:


 


1.                   Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder
Shares” shall mean the 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding
prior to the consummation of the Public Offering; (iii) “Private Placement Warrants” shall mean the
warrants that will be acquired by the Sponsor and CB Co-Investment for an aggregate purchase price of $9,500,000 (or up to
$10,550,000 if the Underwriters exercises its option to purchase additional units in full) in a private placement that shall close
simultaneously with the consummation of the Public Offering (including the Ordinary Shares issuable upon exercise of such Private
Placement Warrants thereof); (iv) “Public Shareholders” shall mean the holders of Ordinary Shares included
in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in
the Units issued in the Public Offering; (vi) “Sponsor Loan Warrants” shall mean the warrants that may be
issued to CB Co-Investment upon conversion of the CB Co-Investment loan (as such term is defined in the Prospectus) or to the
Sponsor or any of its affiliates or designees upon conversion of any extension loan the Sponsor or its affiliates or designees may
make to the Company if the Company extends the period of time it has to complete a Business Combination, as described in the
Prospectus; (vii) “Trust Account” shall mean the trust account into which a portion of the net
proceeds of the Public Offering, the sale of the Private Placement Warrants and the CB Co-Investment loan shall be deposited;
(viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or
establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by
delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b); (ix) “Charter” shall mean the Company’s Amended and Restated Memorandum and
Articles of Association, as the same may be amended from time to time; and (x) “Working Capital
Warrants” shall mean the warrants held by the Sponsor, officers or directors of the Company or their affiliates which
may be issued in repayment of working capital loans made to the Company.


 






     


     


    

 


2.              Representations
and Warranties.


 


(a)               
The Sponsor, CB Co-Investment and each Insider, with respect to itself, herself or himself, represent and warrant to the
Company that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement,
and, as applicable, to serve as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or
director of the Company, as applicable.


 


(b)               
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and
does not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished to
the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or
a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to,
any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has
never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked.


 


3.              Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement
regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor, CB Co-Investment and each Insider, with
respect to itself, herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination,
then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any
Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended
by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in
connection with such shareholder approval.


 






     


     


    

 


4.              Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a)                The
Sponsor, CB Co-Investment and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the
Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor, CB
Co-Investment and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to
the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
requirements of applicable law. The Sponsor, CB Co-Investment and each Insider agree not to propose any amendment to the Charter (i)
that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to
have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company
does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to
any provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity unless the Company
provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, divided by the number of
then-outstanding Public Shares.


 


(b)               
The Sponsor, CB Co-Investment and each Insider, with respect to itself, herself or himself, acknowledges that it, she or
he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company
as a result of any liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor, CB Co-Investment
and each Insider hereby further waives, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any
redemption rights it, she or he may have in connection with (x) the completion of the Company’s initial Business Combination, and
(y) a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation
to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or
to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth
in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares or pre-initial Business Combination
activity (although the Sponsor, CB Co-Investment and the Insiders shall be entitled to liquidation rights with respect to any Public Shares
they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).


 


5.                  
Lock-up; Transfer Restrictions.


 


(a)               
Subject to the provisions set forth in paragraph 5(c), the Sponsor, CB Co-Investment and the Insiders agree that
they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earlier of (A) one year
after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business
Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results
in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder
Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the
Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.


 






     


     


    

 


(b)               
 Subject to the provisions set forth in paragraph 5(c), the Sponsor, CB Co-Investment and Insiders agree that they
shall not effectuate any Transfer of Private Placement Warrants, Working Capital Warrants or Sponsor Loan Warrants or the Ordinary Shares
underlying such Private Placement Warrants, Working Capital Warrants or Sponsor Loan Warrants until 30 days after the completion of an
initial Business Combination.


 


(c)               
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private
Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants, or Ordinary Shares underlying the Private Placement Warrants, Working
Capital Warrants or Sponsor Loan Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family members
of any of the Company’s officers or directors, any members or partners of the Sponsor, CB Co-Investment or their affiliates, any
affiliates of the Sponsor, CB Co-Investment, or any employees of such affiliates; (b) in the case of an individual, by gift to a member
of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate
family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by
private sales or transfers made in connection with the consummation of a Business Combination, including with respect to any forward purchase
agreement or similar arrangement, at prices no greater than the price at which the securities were originally purchased; (f) by virtue
of the Sponsor’s, or CB Co-Investment’s organizational documents upon liquidation or dissolution of the Sponsor or CB Co-Investment;
(g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (h) in the event
of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a
liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having
the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions.


 


(d)               
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the
Sponsor, CB Co-Investment and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Ordinary
Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him,
as applicable, subject to certain exceptions enumerated in Section 5(c) of this Agreement and Section 5(h) of the Underwriting
Agreement.


 


6.              Remedies. The Sponsor, CB Co-Investment and each of the Insiders hereby agree and acknowledge that (i) the Underwriters
and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as
applicable under paragraphs 3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an adequate
remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that
such party may have in law or in equity, in the event of such breach.


 


7.              Payments
by the Company. Except as disclosed in the Prospectus, neither the Sponsor, CB Co-Investment nor any affiliate of the Sponsor, CB
Co-Investment nor any director or officer of the Company nor any affiliate of the directors and officers shall receive from the Company
any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or
in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is).


 


8.              Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and
officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 






     


     


    

 


9.              Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up
Period and (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall terminate in the event
that the Public Offering is not consummated and closed by December 31, 2021; provided further that paragraph 10
of this Letter Agreement shall survive such liquidation.


 


10.            Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate
its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which
the Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each
case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a third party
or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its
choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the
Indemnitor notifies the Company in writing that it shall undertake such defense.


 


11.            Forfeiture of Founder Shares. To the extent that the Underwriters does not exercise its option to purchase additional
Units within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor and CB Co-Investment
agree to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares
so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding
at such time. The Sponsor, CB Co-Investment and Insiders further agree that to the extent that the size of the Public Offering is increased
or decreased, the Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares
immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the
sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.


 


12.            Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof 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. This
Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by (1) each Insider that is the subject of any such change, amendment, modification or waiver,
(2) the Sponsor, and (3) CB Co-Investment.


 






     


     


    

 


13.            Assignment.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of
the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14.            Counterparts.
This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.


 


15.            Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement
and shall not affect the interpretation thereof.


 


16.            Severability.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.            Governing Law. This Letter 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. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating
in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


18.            Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter
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 facsimile or other electronic transmission.


 


[Signature Page Follows]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	Chain Bridge Group
	 	 
	 	By:	/s/ Michael Rolnick
	 	Name:	 Michael Rolnick
	 	Title:	Manager
	 	 
	 	CB Co-Investment LLC
	 	 
	 	By:	/s/ Owen Littman
	 	Name:	 Owen Littman
	 	Title:	Authorized Person




 


[Signature Page of
Letter Agreement]


 






     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	INSIDERS:	 
	 	 
	 	/s/ Christopher Darby	 
	Name:	Christopher Darby	 
	 	 
	 	/s/ Michael Rolnick	 
	Name:	 Michael Rolnick	 
	 	 
	 	/s/ Roger Lazarus	 
	Name:	 Roger Lazarus	 
	 	 
	 	/s/ Michael Morell	 
	Name:	Michael Morell	 
	 	 
	 	/s/ Nathaniel Fick	 
	Name:	Nathaniel Fick	 
	 	 
	 	/s/ Letitia Long	 
	Name:	Letitia Long	 
	 	 
	 	/s/ Rick Gustafson	 
	Name:	Rick Gustafson	 
	 	 
	 	/s/ Jeff Siegal	 
	Name:	Jeff Siegal	 




 


[Signature Page of
Letter Agreement]