Exhibit 10.12


 


Chain Bridge I 


100 El Camino Real, Ground Suite 


Burlingame, California 94010


 


November 1, 2021


 


CB Co-Investment, LLC 


599 Lexington Avenue, 25th Floor 


New York, NY 10022


 


Re: Amendment No. 3 to Securities Subscription Agreement


 


Ladies and Gentlemen:


 


Reference is made to the Securities
Subscription Agreement dated February 3, 2021, as amended by the Amendment to Securities Subscription Agreement, dated April 9,
2021 and Amendment No. 2 to Securities Subscription Agreement, dated October 1, 2021 (as so amended, the “Agreement”),
between CB Co-Investment, LLC, a Delaware limited liability company (the “Subscriber”), and Chain Bridge I, a Cayman
Islands exempted company (the “Company”). The purpose of this letter agreement (this “Amendment”)
is to amend the Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.


 


		I.	The Agreement is hereby amended
by deleting Section 1 and replacing it in its entirety with the following:



 


		1.	Subscription and Purchase of Securities. For the sum of $4,150 (the “Purchase Price”), which the Company
acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases
the Shares from the Company, 186,429 of which are subject to forfeiture, on the terms and subject to the conditions set forth in this
Agreement. All references in this Agreement to shares of the Company being forfeited shall take effect as surrenders for no consideration
of such shares as a matter of Cayman Islands law. Upon the issuance of the Shares, the Subscriber hereby surrenders for no consideration
the one Class B ordinary share of the Company held by it following the incorporation of the Company. In addition, Subscriber hereby
commits to purchase an aggregate of 1,625,000 Warrants (“Initial Warrants”) at $1.00 per Initial Warrant, for an aggregate
purchase price of $1,625,000 (the “Initial Risk Capital Purchase Price”). Additionally, if the underwriters in the
IPO exercise their over-allotment option in full or part, the Subscriber further commits to purchase up to an additional 150,000 Warrants
(“Additional Warrants”) at $1.00 per Additional Warrant for an aggregate purchase price of up to $150,000 (the “Over-Allotment
Purchase Price”). The Subscriber shall pay the Initial Risk Capital Purchase Price and Over-Allotment Purchase Price (if any)
for the Initial Warrants and Additional Warrants (if any) by wire transfer of immediately available funds to the trust account established
by the Company in connection with the IPO on the date the IPO and over-allotment option are consummated, respectively.



 






     


     


    

 


		II.	The Agreement is hereby amended
by deleting Section 5.2 and replacing it in its entirety with the following:



 


		5.2	Subscriber agrees that, during the Private Placement Warrants
Lock-Up Period (as defined below) and the Shares Lock Up-Period (as defined below), as applicable, it will not (a) sell, transfer,
assign, pledge, hypothecate or otherwise transfer, or be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of, the Initial Warrants and the Additional Warrants (including any Class A
ordinary shares of the Company issuable pursuant to the Initial Warrants and the Additional Warrants (collectively, the “Warrant
Shares”)) or the Shares, except as provided for in Rule 5110(e)(2) of the Financial Industry Regulatory Authority, Inc.
(“FINRA”). As used herein, the term “Private Placement Warrants Lock-Up Period” means the period
beginning on the date that the Company’s Registration Statement on Form S-1 (File No.: 333-254502) is declared effective by
the Securities and Exchange Commission (the “Effective Date”) and ending on the one hundred eighty day anniversary
of the Effective Date. As used herein, the term “Shares Lock-Up Period” means the period beginning on the Effective
Date and ending on the three hundred sixty day anniversary of the Effective Date. In addition, notwithstanding the other terms of this
Agreement or any other agreement between the Company and the Subscriber, the Subscriber agrees with respect to the Initial Warrants,
Additional Warrants and the Warrant Shares that, as required by FINRA Rule 5110(g)(8): (i) the Initial Warrants and Additional
Warrants may not be exercised more than five years from the Effective Date; (ii) the Subscriber shall not have more than one demand
registration right at the Company’s expense; (iii) the Subscriber shall not have the right to demand registration of the Initial
Warrants, the Additional Warrants or the Warrant Shares more than five years from the Effective Date; (iv) the Subscriber shall
not have the right to piggyback registration with respect to the Initial Warrants, Additional Warrants or the Warrant Shares more than
seven years from the Effective Date; (v) the Initial Warrants and Additional Warrants may not have anti-dilution terms that allow
the Subscriber and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of
the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar
event; and (vi) the Initial Warrants and Additional Warrants may not have anti-dilution terms that allow the Subscriber and related
persons to receive or accrue cash dividends prior to the exercise or conversion of the Initial Warrants and Additional Warrants.



 


		III.	The Agreement, as amended by this
Amendment, constitutes the entire agreement between the parties. The Agreement is hereby ratified and confirmed and, except as herein
amended, remains in full force and effect.



 


If the foregoing terms correctly set forth our
agreement to amend the Agreement, please sign where indicated below and return to the undersigned a duplicate copy of this Amendment.


 


(Signature page follows)





 






     


     


    

 


	 	Very truly yours,
	 	 
	 	CHAIN BRIDGE I
	 	 
	 	By: 	/s/ Michael Rolnick
	 	Name: 	Michael Rolnick
	 	Title:	Chief Executive Officer



 


	AGREED AND ACCEPTED:	 
	 	 
	CB CO-INVESTMENT, LLC	 
	 	 
	By:	/s/ Owen Littman	 
	Name: 	Owen Littman	 
	Title:	Authorized Person	 



 


[Signature Page to Amendment
No. 3 to Securities Subscription Agreement]