Exhibit 10.15


 


FORWARD PURCHASE AGREEMENT


 


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”).


 


RECITALS


 


A.       The
Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or entities (a “Business Combination”);


 


B.       The
Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1
(as amended through the date hereof, the “Registration Statement”) for its initial public offering (“IPO”)
of 20,000,000 units (or 23,000,000 units if the IPO over-allotment option is exercised in full), which amounts may be adjusted in connection
with the Company’s marketing efforts relating to the IPO (the units so issued in the IPO, including any units issued in connection
with an over-allotment exercise, are referred to herein as the “Units”), at a price of $10.00 per Unit, each Unit comprised
of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Shares,” and the Class A Shares
included in the Units, the “Public Shares”), and one-half of one redeemable warrant (a “Warrant”),
where each whole Warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share;


 


C.        Following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


D.       The
parties wish to enter into this Agreement, pursuant to which, immediately prior to the consummation of the Company’s initial Business
Combination (the “Business Combination Closing”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase in the aggregate from the Company, on a private placement basis, 4,000,000 Class A Shares at a price of $10.00
per Class A Share (the “Forward Purchase Shares”), plus an aggregate of 2,000,000 forward purchase warrants
to purchase one Class A Share at $11.50 per share (the “Forward Purchase Warrants” and, together with the Forward Purchase
Shares, the “Forward Purchase Securities”), at an aggregate purchase price of $40,000,000 (the “Forward Purchase
Price”), in accordance with Section 1 herein and otherwise in accordance with the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the promises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows.


 






     


     


    

 


1.                 
Sale and Purchase.


 


(a)              
Forward Purchase Securities.


 


(i)                Forward Purchase. Subject to the conditions set forth in this Agreement, immediately prior to the Business Combination
Closing, the Purchaser shall purchase 6,000,000 Forward Purchase Securities, consisting of 4,000,000 Forward Purchase Shares at a price
of $10.00 per Forward Purchase Share, together with an aggregate of 2,000,000 Forward Purchase Warrants (the “Forward Purchase”).
The Forward Purchase shall be effectuated, if at all, in one or more private placements of Forward Purchase Securities. The Company and
the Purchaser may determine, by mutual agreement, to increase the number of Forward Purchase Securities at any time prior to the Company’s
initial Business Combination.


 


(ii)             
The Company shall require the Purchaser to purchase the Forward Purchase Securities by delivering notice (the “Notice”)
to the Purchaser, at least ten (10) Business Days before the funding of the Forward Purchase Price, specifying the anticipated date of
the Business Combination Closing. At least two (2) Business Days before the anticipated date of the Business Combination Closing specified
in the Notice, but not prior to the expiration of the Determination Period, the Purchaser shall fund the Forward Purchase Price in full,
in free and clear funds (to an account notified by the Company to the Purchaser). If the Business Combination Closing does not occur within
ten (10) days after the Purchaser funds the Forward Purchase Price in full, the amount of the Forward Purchase Price shall automatically
be returned to the Purchaser, provided that the return of the Forward Purchase Price shall not terminate this Agreement or otherwise relieve
any party of any of its obligations hereunder. For the purposes of this Agreement, “Business Day” means any day, other
than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required
by law or regulation to close in the City of New York, New York. The Purchaser’s obligation to consummate the Forward Purchase set
forth in this Section 1(a)(ii) shall not be transferable or assignable by the Purchaser, except as set forth in Section 4(c)
and Section 9(t).


 


(iii)           
The closing of the sale of the Forward Purchase Securities by the Purchaser (the “Forward Closing”) shall be
held on the day immediately prior to, or on the same date and immediately prior to, the Business Combination Closing. At the Forward Closing,
the Company shall issue to the Purchaser the Forward Purchase Securities, equal to the amount of the Forward Purchase set forth in the
Notice.


 


(iv)            At
the Forward Closing, upon payment of the Forward Purchase Price, the Company shall issue the Forward Purchase Securities to the Purchaser
in book-entry form, free and clear of any liens, claims, encumbrances, or other restrictions whatsoever (other than those arising under
state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions),
or to a custodian designated by the Purchaser, as applicable, pursuant to written instructions delivered by the Purchaser.


 






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(b)              
Legends. Each book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing
the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(c)              
Certificates. The Company shall cooperate with the Purchaser, at its request, to facilitate the timely preparation and delivery
of physical certificates representing the Forward Purchase Securities and enable such certificates to be in such denominations or amounts,
as the case may be, as the Purchaser may reasonably request and registered in such names as the Purchaser may request. Any such physical
certificates shall be stamped or otherwise imprinted with a legend substantially in the form set forth in Section 1(b). Notwithstanding
anything to the contrary set forth herein, the Company acknowledges and agrees that the Purchaser shall not be required to send its payment
for the Forward Purchase Securities purchased by the Purchaser hereunder until it receives a copy (electronically in PDF format) of the
signed and dated physical stock certificate(s) and warrants representing the Forward Purchase Securities registered in the name of the
Purchaser (or its nominee in accordance with its delivery instructions). Within ten business days following the Forward Closing, the Company
shall deliver each such signed physical stock certificate and warrant, dated as of the Forward Closing, to the Purchaser or its custodian,
in accordance with the Purchaser’s delivery instructions.


 


(d)              
Legend Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company
being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend
set forth in Section 1(b) and Section 1(c). In connection therewith, if required by the Company’s transfer agent,
the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other
authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such
Forward Purchase Securities without any such legend.


 


2.                 
Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows,
as of the date hereof:


 


(a)              
Organization and Power. The Purchaser is duly formed or incorporated and is validly existing in good standing under the
laws of the jurisdiction of its formation or incorporation, with power and authority to enter into, deliver and perform its obligations
under this Agreement.


 


(b)               Authorization.
This Agreement has been duly authorized, executed and delivered by the Purchaser. This Agreement, when executed and delivered by the
Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the
indemnification provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state
securities laws.


 






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(c)              
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection
with the consummation of the transactions contemplated by this Agreement, other than notifications, filings and submissions required to
be made by Purchaser in order for Purchaser, as a regulated entity, to comply with applicable rules, regulations and reporting requirements.


 


(d)              
Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement or contract
to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the
Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate
the transactions contemplated by this Agreement.


 


(e)              
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities
to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as nominee or agent, and not
with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser
has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law (other than
as set forth herein). By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person, with respect to any of
the Forward Purchase Securities. For purposes of this Agreement, “Person” means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or
any department or agency thereof.


 


(f)               
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Shares, as well as the terms of the Company’s proposed IPO, with the
Company’s management.


 






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(g)               Restricted
Forward Purchase Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the
Purchaser has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase
Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to
these laws, the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and
qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser
acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities for resale, except as
provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from
registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time
and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the Company which are
outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
understands that the offering of the Forward Purchase Securities is not and is not intended to be part of the IPO, and that the
Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Forward Purchase
Securities.


 


(h)              
No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made
no assurances that a public market will ever exist for the Shares.


 


(i)                
High Degree of Risk. The Purchaser understands that its agreement to purchase the Shares involves a high degree of risk
which could cause the Purchaser to lose all or part of its investment.


 


(j)                
Accredited Investor. The Purchaser is either (a) an Institutional Account as defined in FINRA Rule 4512(c) or (b) is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor”
(within the meaning of Rule 501(a)(1), (2), (3), (7), (9) or (12) under the Securities Act). The Purchaser is not an entity formed for
the specific purpose of acquiring the Forward Purchase Securities. The Purchaser qualifies under the exemptions from filing under FINRA
Rule 5123(b)(1)(C) or (J).


 


(k)              
No General Solicitation. The Purchaser and its officers, directors, employees, agents, shareholders or partners became aware
of this offering of the Forward Purchase Securities solely by means of direct contact between Purchaser and the Company or a representative
of the Company, and the Forward Purchase Securities were offered to Purchaser solely by direct contact between Purchaser and the Company
or a representative of the Company. Purchaser did not become aware of this offering of the Forward Purchase Securities, nor were the Forward
Purchase Securities offered to Purchaser, by any other means. Purchaser acknowledges that the Company represents and warrants that the
Forward Purchase Securities (i) were not offered by any form of general solicitation
or general advertising and (ii) are not being offered in a manner involving
a public offering under, or in a distribution in violation of, the Securities Act, any state securities laws or any applicable laws of
any other jurisdiction.


 


(l)                
Address. The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser
set forth on the signature page hereof.


 






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(m)            
 Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the
treatment of material non-public information relating to the Company.


 


(n)              
Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(o)              
Affiliation of Certain FINRA Members. To its actual knowledge, the Purchaser is neither a person associated nor affiliated
with any member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.


 


(p)               Non-Prohibited
Investor. The Purchaser represents and warrants that the Purchaser is not (i) a
person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, the
Sectoral Sanctions Identification List or any other similar list of sanctioned persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) as of the date of this Agreement, or any similar
list of sanctioned persons maintained, administered, or enforced by the European Union, the United Nations Security Council, or the
United Kingdom as of the date of this Agreement (collectively “Sanctions Lists”), (ii) directly or
indirectly owned or controlled by, or acting on behalf of, a person, that is named on a Sanctions List, (iii) organized,
incorporated, established, located, ordinarily resident, or the government, including any political subdivision, agency, or
instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory that is
the subject of comprehensive Sanctions, (iv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell
bank, or (v) the Government of Venezuela, as defined in Executive Order 13884 of August 5, 2019 (collectively, a
 “Prohibited Investor”). The Purchaser represents that if it is a financial institution subject to the Bank
Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations
(collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to
comply with applicable obligations under the BSA/PATRIOT Act. The Purchaser also represents that, to the extent required, it
maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for
the screening of its investors against the Sanctions Lists. The Purchaser further represents and warrants that, to the extent
required, it maintains policies and procedures reasonably designed to ensure that the funds held by the Purchaser and used to
purchase the Forward Purchase Securities were legally derived. The Purchaser also represents and warrants that none of the funds
held by the Purchaser and used to purchase the Forward Purchase Securities were obtained, directly or indirectly, from a Prohibited
Investor, and that no Prohibited Investor has any property interest therein.


 


(q)               No
Other Representations and Warranties; Non-Reliance; Exculpation. Except for the specific representations and warranties
contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, neither the Purchaser nor any
person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and
this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and
warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered
pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that
may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the
 “Company Parties”).


 






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3.                 
Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a)              
Organization and Corporate Power. The Company is a Cayman Islands exempted company duly incorporated and validly existing
and in good standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to
carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b)              
Capitalization. On the date hereof, the authorized share capital of the Company consists of:


 


(i)               479,000,000 Class A ordinary shares, par value $0.0001 per share, of which none
are issued and outstanding.


 


(ii)            
20,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class
B Shares”), of which 5,750,000 shares are issued and outstanding as of the date
hereof. All of the issued and outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in
compliance with all applicable federal and state securities laws.


 


(iii)           
1,000,000 preferred shares, par value $0.0001 per share, none of which are issued
and outstanding.


 


(c)              
Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders in order
to authorize the Company to enter into this Agreement and to issue the Forward Purchase Securities has been taken or will be taken prior
to the Forward Closing. All action on the part of the shareholders, directors and officers of the Company necessary for the execution
and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Forward
Closing, and the issuance and delivery of the Forward Purchase Securities has been taken or will be taken prior to the Forward Closing.
This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies,
or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state
securities laws.


 






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(d)              
Valid Issuance of Forward Purchase Securities.


 


(i)               The
Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in
this Agreement and registered in the register of members of the Company will be validly issued, fully paid and nonassessable, as
applicable, and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and
restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities
laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser
in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued
in compliance with all applicable federal and state securities laws.


 


(ii)             
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except
for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3), is applicable. “Company Covered Person” means,
with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed
in the first paragraph of Rule 506(d)(1).


 


(e)              
Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in
this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with,
any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, applicable state securities laws, if
any, and pursuant to the Registration Rights.


 


(f)               
Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the organizational documents
of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii)
under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement or contract
to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable
to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate
the transactions contemplated by this Agreement.


 


(g)              
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct,
any operations other than organizational activities and activities in connection with offerings of its securities.


 


(h)              
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has
either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Securities.


 






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(i)                
 No More Favorable Rights. The Company has not granted any rights to any other party in connection with any future purchase
of securities of the Company that are more favorable than those granted to the Purchaser hereunder.


 


(j)                
No Other Representations and Warranties; Non-Reliance; Exculpation. Except for the specific representations and warranties
contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made,
makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the
proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the
specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or
agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or
warranties that may have been made by the Purchaser Parties.


 


4.                 
Registration Rights; Transfers and Assignments.


 


(a)              
Registration. The Company agrees that the Purchaser shall have the registration rights set forth on Exhibit A.


 


(b)              
Indemnification.


 


(i)                
The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless the Purchaser (to the
extent a seller under a Forward Registration Statement (as defined in Exhibit A)), the officers, directors, agents, partners, members,
managers, shareholders, affiliates, employees and investment advisers of the Purchaser, each person who controls the Purchaser (within
the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), and the officers, directors, partners, members, managers, shareholders, agents, affiliates, employees and investment
advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable and documented costs of preparation and investigation and reasonable
and documented attorneys’ fees of one law firm (and one firm of local counsel)) and all other reasonable and documented out-of-pocket
expenses (collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement
of a material fact contained in a Forward Registration Statement, any prospectus included in a Forward Registration Statement or any form
of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of
any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are
based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein.


 






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The Company shall
notify the Purchaser promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions
contemplated by this Section 4 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Registrable Securities by the Company.


 


(ii)             
The Purchaser shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls
the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred,
arising out of or that are based upon any untrue or alleged untrue statement of a material fact contained in a Forward Registration Statement,
any prospectus included in a Forward Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in
any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements
or omissions are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly
for use therein. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the net proceeds received
by the Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)              
Transfer. All of the Purchaser’s rights and obligations hereunder with respect to the Forward Purchase may be transferred
or assigned (x) to any Affiliate(s) of the Purchaser without the prior written consent of the Company or (y) with the prior written consent
of the Company to be given in its sole discretion, at any time and from time to time prior to the consummation of a Business Combination
and in whole or in part, to one or more third parties (any such transferee or assignee referred to in the foregoing clause (x) or (y),
the “Forward Transferees”). For purposes of this Agreement, “Affiliate” means, with respect to the
Purchaser, any other person or entity who directly or indirectly, controls, is controlled by or is under common control with the Purchaser,
including, without limitation, any general partner, managing member, officer, director or trustee of the Purchaser, or any venture capital
or other investment fund now or hereafter existing which is controlled by one or more general partners, managing members or investment
advisers of, or shares the same management company or investment adviser with, the Purchaser, including, without limitation, any investment
company registered under the Investment Company Act of 1940 advised or sub-advised by the Purchaser or any affiliated investment advisor
of the Purchaser, one or more mutual funds, pension funds, pooled investment vehicles or institutional clients advised or sub-advised
by the Purchaser or any affiliated investment advisor of the Purchaser. Upon any such transfer or assignment:


 


(i)                 the
applicable Forward Transferee(s) shall execute a joinder to this Agreement in the form attached hereto as Exhibit B (the
 “Joinder Agreement”), which shall, on the signature page to the Joinder Agreement, reflect the number of Forward
Purchase Securities such Forward Transferee(s) shall have the right to purchase (the “Forward Transferee
Shares”), and, upon such execution, such Forward Transferee(s) shall have all the same rights and obligations of the
Purchaser hereunder with respect to the Forward Transferee Shares, and references herein to the “Purchaser” shall
be deemed to refer to and include any such Forward Transferee(s) with respect to such Forward Transferee(s) and to their Forward
Transferee Shares; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such
Forward Transferee(s) shall be several and not joint and shall be made as to the Purchaser or any such Forward Transferee(s), as
applicable, as to itself only;


 






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(ii)             
upon a Forward Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Securities permitted
to be purchased by the Purchaser in the Forward Purchase hereunder shall be reduced by the total number of Forward Purchase Securities
permitted to be purchased by the applicable Forward Transferee pursuant to the applicable Joinder Agreement, which reduction shall be
evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number
of Forward Purchase Securities”, and “Aggregate Purchase Price for Forward Purchase Securities” on the Purchaser’s
signature page hereto to reflect such reduced number of Forward Purchase Securities. For the avoidance of doubt, this Agreement need not
be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended
and updated and executed by the Purchaser and the Company upon the occurrence of any such transfer of Forward Transferee Shares.


 


5.                 
Additional Agreements and Acknowledgements of the Purchaser.


 


(a)              
Trust Account.


 


(i)               The
Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it
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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of
any Public Shares, if any, held by it.


 


(ii)             The
Purchaser hereby agrees that it shall have 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser 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,
except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 






    11 


     


    

 


(b)               Voting.
The Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Business Combination after the Purchaser
has purchased the Forward Securities at the Forward Closing, then in connection with such proposed Business Combination, the
Purchaser shall vote any Class A Shares owned by it on the record date for the stockholder vote in favor of any proposed Business
Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor of a proposed Business
Combination, the Purchaser hereby grants hereunder to the Company and any representative designated by the Company without further
action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which power of
attorney shall be deemed to be coupled with an interest.


 


(c)              
No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to
any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other
than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls,
swaps and similar arrangements (including on a total return basis), each of such foregoing instruments that is naked short, and short
sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers.


 


6.                 
Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class
A Shares on the Nasdaq Global Market (or another national securities exchange).


 


7.                 
Forward Closing Conditions.


 


(a)              
The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be
subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted
by applicable laws, may be waived by the Purchaser:


 


(i)               (A) With respect to the Forward Closing occurring on the date of the Business Combination Closing, the Business Combination shall
be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities and (B) with
respect to the Forward Closing occurring prior to the date of the Business Combination Closing, the Company shall not have delivered to
the Purchaser a revocation of the Notice with respect to such Forward Purchase;


 


(ii)             
The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation,
as of a date within ten (10) Business Days of the Forward Closing;


 


(iii)            The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Forward Closing date, as applicable, with the same effect as though such
representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by
its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true
and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by
this Agreement;


 






    12 


     


    

 


(iv)           The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing;


 


(v)            
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be
in effect, preventing the sale by the Company of the Forward Purchase Securities; and


 


(vi)            The Company shall have delivered the Information Statement to the Purchaser in a timely manner as required by Section 9(t)
hereof, and the Purchaser shall not have timely delivered a Decline Notice to the Company within the applicable Determination Period.
For the sake of clarity, if the Purchaser has timely delivered a Decline Notice to the Company pursuant to Section 9(t) hereof,
the Purchaser shall not be obligated to purchase the Forward Purchase Securities at the Forward Closing.


 


(b)              
The obligation of the Company to sell the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject
to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Company:


 


(i)               (A) With respect to the Forward Closing occurring on the date of the Business Combination Closing, the Business Combination shall
be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Securities and (B) with
respect to the Forward Closing occurring prior to the date of the Business Combination Closing, Company shall not have delivered to the
Purchaser a revocation of the Notice with respect to such Forward Purchase;


 


(ii)             The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of such Forward Closing date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would
not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii)           
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to such Forward Closing; and


 






    13 


     


    

 


(iv)            
 No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be
in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


8.                 
Termination. This Agreement may be terminated at any time prior to the Forward Closing:


 


(a)              
by mutual written consent of the Company and the Purchaser;


 


(b)              
automatically:


 


(i)              
if the IPO is not consummated on or prior to twelve (12) months from the date of this Agreement; or


 


(ii)             
if the Business Combination is not consummated within eighteen (18) months from the IPO Closing (or up to 24 months upon the approval
by the Company’s board of directors, and upon request by Chain Bridge Group, the Company’s sponsor, to extend the period of
time to consummate the Business Combination), in accordance with the organizational documents of the Company; or


 


(iii)           
upon cancellation of the Purchaser’s obligation pursuant to Section 9(t).


 


In the event of any termination
of this Agreement pursuant to this Section 8, any Forward Purchase Price (and interest thereon, if any), if previously paid, and
the Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, the Company shall ensure appropriate
instruments are executed to ensure that any holder of Class A Shares issued in the IPO will have no claim to such funds, and thereafter
this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company
and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each
of the parties shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from
liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or
agreements contained in this Agreement.


 






    14 


     


    

 


9.                 
General Provisions.


 


(a)              
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent
by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours,
then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight
prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be
sent to the following address:


 


Chain Bridge I


100 El Camino Real, Ground Suite


Burlingame, California 94010


Attention: Michael Rolnick, Chief Executive Officer


E-mail: michael@chainbg.com


 


with a copy to the Company’s counsel at:


 


Goodwin Procter LLP


601 Marshall Street


Redwood City, CA 94063


Attention: Daniel J. Espinoza, Esq.


E-mail: DEspinoza@goodwinlaw.com


 


All communications to the Purchaser
shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b)              
No Finder’s Fees. Each of the parties represents that it neither is nor will be obligated for any finder’s fee
or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs
and expenses of defending against such liability or asserted liability) for which the Purchaser or its officers, employees or representatives
is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c)              
Adjustments to Notional Amounts. In the event of any change to the capital structure of the Company, whether dilutive or
otherwise, by way of a share dividend or share split, or any other dividend however described, the Forward Purchase Securities and the
Forward Purchase Price will be adjusted to account for such changes.


 


(d)              
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive for
a period of twenty four (24) months following the consummation of the transactions contemplated by this Agreement or (subject to Section
9 herein) the termination hereof.


 


(e)              
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto
or referenced herein, constitute 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.


 






    15 


     


    

 



 


(f)              
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are
binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(g)             
Assignments. Except as otherwise specifically provided herein, the Purchaser may not assign either this Agreement or any
of its rights, interests, or obligations hereunder without the prior written approval of the Company. The Company may not assign either
this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Purchaser.


 


(h)             
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument. The words “execution”, “signed”, “signature”
and words of like import in this Agreement or in any certificate, agreement or document related to this Agreement shall include images
of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
 “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use
of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the U.S. Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,
including, without limitation, any state law based on the Uniform Electronic Transactions Act of the United States or the Uniform Commercial
Code of the United States.


 


(i)               
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any
way the meaning or interpretation of this Agreement.


 


(j)                Governing
Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
New York, without giving effect to its choice of laws principles.


 


(k)              Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the
jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out
of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of
New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of
the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such
court.


 






    16 


     


    

 


(l)                
Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant
to this Agreement and the transactions contemplated hereby.


 


(m)            
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior
written consent of the Company and the Purchaser.


 


(n)              
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement,
as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(o)              
Expenses. Except as provided in Exhibit A, each of the Company and the Purchaser will bear its own costs and expenses
incurred in connection with the performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent, stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward
Purchase Securities.


 


(p)              
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any
reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.


 






    17 


     


    

 


(q)            
 Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(r)              
Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements, unless
and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company,
the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


(s)              
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to seek specific performance
of the terms hereof, in addition to any other remedy at law or equity.


 


(t)               
Purchaser Notice. Notwithstanding anything in this Agreement to the contrary, no less than fifteen (15) Business Days prior
to the public announcement of the Business Combination, the Company shall provide the Purchaser with a written summary of the material
terms of, and other readily available information relating to, the Business Combination, including information about the target company
in such Business Combination (such written summary, the “Information Statement”). If, after receiving the Information
Statement, the Purchaser determines, in its sole discretion, that it does not wish to consummate the purchase of the Forward Purchase
Securities pursuant to this Agreement, the Purchaser shall, within seven (7) Business Days after receiving the Information (the “Determination
Period”), provide written notice to the Company of such determination (a “Decline Notice”). Following receipt
of such Decline Notice by the Company, this Agreement and Purchaser’s obligations hereunder shall automatically become null and
void effective at least three (3) Business Days prior to the Business Combination Closing.


 


(u)             
Most Favored Terms. In the event the Company enters into an agreement with any other party relating to the future purchase
of Units by such party on terms that are more favorable to such other party than those set forth herein, the Company will promptly provide
the Purchaser with written notice thereof, together with a copy of all documentation including such more favorable terms and such additional
information related thereto as may be reasonably requested by the Purchaser. In the event the Purchaser determines, in its sole discretion,
that the applicable terms are preferable to those set forth herein, the Purchaser will notify the Company in writing of the same. Promptly
after receipt of such written notice from the Purchaser, the Company and the Purchaser shall amend this Agreement to incorporate such
preferable terms.


 


[Signature Page Follows]


 






    18 


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 
	 	Franklin strategic series - Franklin
 Growth Opportunities Fund




 


	 	By:
    FRANKLIN ADVISERS, INC., A california corporation and its managing member
	 	 
	 	By:	/s/ Grant Bowers

	 	Name: Grant Bowers
	 	Title: Vice President
	 	
	 	Address: 	One Franklin Parkway, Building 920
	 	 	San Mateo, California 94403 
	 	Attn.:	James Cross james.cross@franklintempleton.com
	 	 	Kat Anderson
	 	  	kathleen.anderson@franklintempleton.com
	 	 	Chris Chen chris.chen@franklintempleton.com
	 	 	DTSOps@franklintempleton.com
	 	 
	 	With a copy to:
	 	 
	 	Maynard, Cooper & Gale, P.C.
	 	1901 Sixth Avenue North, Suite 1700
	 	Birmingham, Alabama 35203
	 	Attn.:  	James W. Childs, Jr.
	 	 	jchilds@maynardcooper.com



 


	 	COMPANY:
	 	 
	 	CHAIN BRIDGE I
	 	 
	 	 
	 	By:	/s/ Michael Rolnick

	 	Name: 	Michael Rolnick
	 	Title: 	Chief Executive Officer




 


[Signature Page to Forward Purchase Agreement]


 






    19 


     


    

 


TO BE EXECUTED UPON ANY
ASSIGNMENT


 


	Number of Forward Purchase Shares:	 
	Number of Forward Purchase Warrants	 
	Aggregate Purchase Price for Forward Purchase Securities:	$


Number of Forward Purchase
Securities and Aggregate Purchase Price for Forward Purchase Securities as of                      ,
accepted and agreed to as of this                              day
of              ,                         .


 


	PURCHASER:	 	COMPANY:
	 	 	 
	[●]	 	CHAIN
    BRIDGE I
	 	 	 
	By:	     	 	By:	     
	Name:	 	Name:
	Title:	 	Title:




 






    20 


     


    

 


SCHEDULE A


 


SCHEDULE OF TRANSFERS OF FORWARD PURCHASE
SECURITIES


 


The
following transfers of a portion of the original number of Forward Purchase Securities have been made:


 


	Date of Transfer	Transferee	Number of Forward Purchase Securities Transferred	Purchaser Revised Forward Purchase Securities Amount
	 	 	 	 


 


 


Schedule A, accepted and
agreed to as of this                 day of                    ,
                    .


 


	PURCHASER:	 	COMPANY:
	 	 	 
	[●]	 	CHAIN
    BRIDGE I
	 	 	 
	By:	     	 	By:	     
	Name:	 	Name:
	Title:	 	Title:


 






    Schedule
                                            A


     


    

 


EXHIBIT A


 


REGISTRATION RIGHTS


 


1.                 
The Company shall (i) use commercially reasonable efforts to file within thirty (30) calendar days after the Business Combination
Closing (the “Filing Date”) a registration statement on Form S-3, or if the Company is ineligible to use Form S-3,
on Form S-1, for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities
a “Forward Registration Statement”) of (x) the Class A Shares and Warrants (and underlying Class A Shares) comprising
the Forward Purchase Securities and (y) any other equity security of the Company issued or issuable with respect to the securities referred
to in clause (x) by way of a share dividend or share split or by way of an exercise of a warrant, or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization and (z) any other shares or warrants of the Company that the Purchaser
may have purchased in the open market (collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities
Act; (ii) to use commercially reasonable efforts to cause a Forward Registration Statement to be declared effective under the Securities
Act as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th calendar day (or 120th calendar day
if the SEC notifies the Company that it will “review” the Registration Statement) following the Business Combination
Closing and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC
that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date,
the “Effectiveness Date”); provided however, that the Company’s obligation to include the Registrable Securities
in the Forward Registration Statement are contingent upon the Purchaser furnishing in writing to the Company such information regarding
the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of the Registrable Securities
as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Purchaser shall execute
such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder
in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the
Forward Registration Statement as permitted hereunder. The Company shall maintain each Forward Registration Statement in accordance with
the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may
be necessary to keep such Forward Registration Statement continuously effective, available for use and in compliance with the provisions
of the Securities Act until such time as there are no longer any Registrable Securities included on such Forward Registration Statement.
In the event the Company files a Forward Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts
to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. For purposes of clarification,
any failure by the Company to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness
Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth in this Exhibit
A.


 






    Exhibit
                                            A-1


     


    

 


2.                 
In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Agreement, the
Company shall, upon reasonable request, inform the Purchaser as to the status of such registration, qualification, exemption and compliance.
At its expense the Company shall:


 


(i)       except
for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Forward Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities
laws which the Company determines to obtain, continuously effective with respect to the Purchaser, and to keep the applicable Forward
Registration Statement or any subsequent shelf Forward Registration Statement free of any material misstatements or omissions, until the
earliest of the following: (i) the Purchaser ceases to hold any Registrable Securities, (ii) the date all Registrable Securities held
by the Purchaser may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions
which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current
public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) two (2) years from the Effective Date of
the Forward Registration Statement. “Effective Date” as used herein shall mean the date on which the Forward Registration
Statement is first declared effective by the SEC. The period of time during which the Company is required hereunder to keep a Forward
Registration Statement effective is referred to herein as the “Registration Period”;


 


(ii)       during
the Registration Period, advise the Purchaser within five (5) Business Days:


 


(1)       when
a Forward Registration Statement or any amendment thereto has been filed with the SEC and when such Forward Registration Statement or
any post-effective amendment thereto has become effective;


 


(2)       of
any request by the SEC for amendments or supplements to any Forward Registration Statement or the prospectus included therein or for additional
information;


 


(3)       after
it shall have received notice or obtained knowledge of the issuance by the SEC of any stop order suspending the effectiveness of any Forward
Registration Statement or the initiation of any proceedings for such purpose;


 


(4)       of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5)       subject
to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any Forward Registration
Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading.


 






    Exhibit
                                            A-2


     


    

 


(iii)       during
the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of
any Forward Registration Statement as soon as reasonably practicable;


 


(iv)       during
the Registration Period, upon the occurrence of any event contemplated in Section 2(ii)(5) above, except for such times as the
Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Forward Registration Statement,
the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such
Forward Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered
to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading;


 


(v)       during
the Registration Period, use its commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange
or market, if any, on which the Class A Shares issued by the Company have been listed; and


 


(vi)       during
the Registration Period, use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable
Securities contemplated hereby and to enable the Purchaser to sell the Registrable Securities under Rule 144.


 


3.                  Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Forward
Registration Statement, and from time to time to require the Purchaser not to sell under the Forward Registration Statement or to
suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending
or an event has occurred, which negotiation, consummation or event the Company’s Board of Directors reasonably believes, upon
the advice of legal counsel, would require additional disclosure by the Company in the Forward Registration Statement of material
information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the
Forward Registration Statement would be expected, in the reasonable determination of the Company’s Board of Directors, upon
the advice of legal counsel, to cause the Forward Registration Statement to fail to comply with applicable disclosure requirements
or is otherwise necessary for the Forward Registration Statement to not contain a material misstatement or omission (each such
circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend
the Forward Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than
ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of
the happening of any Suspension Event during the period that the Forward Registration Statement is effective or if as a result of a
Suspension Event the Forward Registration Statement or related prospectus contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein (in the case of a Forward Registration Statement) or necessary to make the
statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the
Purchaser agrees that (i) it will immediately discontinue offers and sales of the Registrable Securities under the Forward
Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Purchaser receives
copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise
notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information
included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the
Company, the Purchaser will deliver to the Company or, in the Purchaser’s sole discretion destroy, all copies of the
prospectus covering the Registrable Securities in the Purchaser’s possession; provided, however, that this obligation to
deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (i) to the extent the Purchaser
is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or
professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored
electronically on archival servers as a result of automatic data backup.


 






    Exhibit
                                            A-3


     


    

 


4.                 
The Purchaser may deliver written notice (including via email in accordance with Section 9(a) of the Agreement) (an “Opt-Out
Notice”) to the Company requesting that the Purchaser not receive notices from the Company otherwise required by this Section
4; provided, however, that the Purchaser may later revoke any such Opt-Out Notice in writing. Following receipt of an
Opt-Out Notice from the Purchaser (unless subsequently revoked), (i) the Company shall not deliver any such notices to the Purchaser and
the Purchaser shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to the Purchaser’s
intended use of an effective Forward Registration Statement, the Purchaser will notify the Company in writing at least two (2) Business
Days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but
for the provisions of this Section 4 and the related suspension period remains in effect, the Company will so notify the Purchaser,
within one (1) Business Day of the Purchaser’s notification to the Company, by delivering to the Purchaser a copy of such previous
notice of Suspension Event, and thereafter will provide the Purchaser with the related notice of the conclusion of such Suspension Event
immediately upon its availability.


 


5.                 
With a view to making available to the Purchaser the benefits of SEC Rule 144 and any other rule or regulation of the SEC that
may at any time permit the Purchaser to sell securities of the Company to the public without registration or pursuant to a registration
on Form S-3, the Company shall:


 


(i)              
make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all
times after the effective date of the registration statement filed by the Company for the IPO;


 


(ii)             
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and


 






    Exhibit
                                            A-4


     


    

 


(iii)            furnish
to the Purchaser, so long as the Purchaser owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a
written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90)
days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange
Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as
may be reasonably requested in availing the Purchaser of any rule or regulation of the SEC that permits the selling of any such
securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange
Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 


6.                 
All expenses incurred in connection with registrations, filings, or qualifications pursuant to this Exhibit A, including
all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company,
and the reasonable fees and disbursements, not to exceed $30,000, of one counsel for the Purchaser, shall be borne and paid by the Company.


 






    Exhibit
                                            A-5


     


    

 


EXHIBIT B


 


JOINDER TO FORWARD PURCHASE AGREEMENT


 


Each of the undersigned is
executing and delivering this Joinder (this “Joinder”) pursuant to the Forward Purchase Agreement, dated as of [●],
2021 (the “Forward Purchase Agreement”), 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”).


 


By executing and delivering
this Joinder to the Company, each of the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions
of the Forward Purchase Agreement as a Purchaser as of the date hereof in the same manner as if the undersigned were an original signatory
to the Forward Purchase Agreement.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 






    Exhibit
                                            B-1


     


    

 


	TRANSFEREE:	 	 
	Signature of Transferee:	 	Signature of Joint Transferee, if applicable:
	By: 	 	 	By:   	 
	Name:	 	Name:
	Title:	 	Title:
	Date:                       ,	 	Name of Joint Transferee, if applicable:
	 	 	 
	Name of Transferee:	 	(Please Print.  Please indicate name and capacity of person signing above)
	 	 	 
	(Please Print.  Please indicate name and capacity of person signing above)	 	 
	 	 	 
	Name in which securities are to be registered

(if different):	 	 
	Email Address:	 	 
	If there are joint investors, please check one:	 	 
	 ̈  Joint Tenants with Rights of Survivorship	 	 
	 ̈  Tenants-in-Common	 	 
	 ̈  Community Property	 	 
	Transferee’s EIN:                                 	 	Joint Transferee’s EIN:                              
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	Attn:	 	Attn:
	Telephone No.:  	        	 	Telephone No.: 	      
	Facsimile No.: 	 	 	Facsimile No.: 	 



 


[To
be completed by the Company]


 


	Number of Forward Purchase Shares:	 
	Number of Forward Purchase Warrants:	 
	Aggregate Purchase Price for Forward Purchase Securities:	$


 






    Exhibit
                                            B-2