Exhibit 10.1


 


Chain Bridge I


100 El Camino Real


Ground Suite


Burlingame, CA 94010


 


	Re:	Director Appointment


 


Ladies and Gentlemen:


 


This letter, dated October 13,
2022 (this “Letter Agreement”), is being delivered to you in connection with your appointment to the board of
directors of Chain Bridge I, a Cayman Islands exempted company (the “Company”). Reference is made to that certain
letter agreement, dated November 9, 2021 among the Company, Chain Bridge Group (the “Sponsor”), CB Co-Investment
LLC (“CB Co-Investment”) and certain individuals (the “Existing Letter Agreement”).
Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Existing Letter Agreement.


 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Insider”) hereby agrees
with the Company as follows:


 


1.             RSU
Grant. The Company hereby agrees to grant to the Insider 30,000 RSUs upon the effectiveness of a registration statement with the Securities
and Exchange Commission filed by the Company (or its successor) covering the RSUs and the shares issuable upon settlement of the RSUs,
subject to all of the terms and conditions of a standard RSU Award Agreement and the terms of the omnibus equity incentive plan (the “Plan”)
to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial
Business Combination. For the avoidance of doubt, such RSU grant is contingent upon the consummation of such Business Combination and
the Insider’s continued employment or service with the Company through the date of such grant and shall, subject to such contingencies,
be deemed vested upon grant. Subject to the foregoing, such RSUs shall be settled in shares of common stock upon the one-year anniversary
of the effective date of the Business Combination


 


2.             Representations
and Warranties. The Insider represents and warrants to the Company that he has the full right and power, without violating any agreement
to which 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 Company
materials as an officer and/or director of the Company, as applicable.


 


3.             Business
Combination Vote. The Insider agrees that if the Company seeks shareholder approval of a proposed initial Business Combination,
then in connection with such proposed initial Business Combination, he shall vote any Founder Shares and any Public Shares held by him
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 him in connection with such shareholder approval.


 


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


 


(a)                     The
Insider hereby agrees that in the event that the Company fails to consummate its initial Business Combination within the time period set
forth in the Charter, the 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 Insider agrees
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 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
Insider acknowledges that 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, him, if any. The Insider
hereby further waives, with respect to any Founder Shares and Public Shares held by him, any redemption rights he 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 (although the Insider 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.             Remedies.
The Insider hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event
of a breach by such Insider of his obligations, as applicable under paragraphs 3 and 4 (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.


 


6.             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.


 


7.             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.


 


8.             Entire
Agreement. This Letter Agreement and the Existing 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) the Insider to the extent that the Insider is the subject of
any such change, amendment, modification or waiver and (2) the Sponsor.


 


9.             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 Insider and each
of his successors, heirs, personal representatives and assigns and permitted transferees.


 


10.           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.


 






     

     


    

 


11.           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.


 


12.           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.


 


13.           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.


 


14.           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,	 
	 	 
	David G. Brown	 
	 	 
	By:	/s/ David G. Brown	 
	 	 	 





	Acknowledged and Agreed:	 


 


	CHAIN BRIDGE I	 


 


	By:	/s/ Michael Rolnick	 
	Name:	Michael Rolnick	 
	Title:	Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]