Exhibit 4.4


 


WARRANT AGREEMENT


 


CHAIN BRIDGE I


and


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated [_____________], 2021


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated [________________], 2021 is by and between Chain Bridge I, a Cayman Islands exempted company
(the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, the Company
proposes to enter into that certain Private Placement Warrant Purchase Agreement with Chain Bridge Group, a Cayman Islands limited
liability company, (the “Sponsor”), and has entered into that certain Securities Subscription Agreement,
dated February 3, 2021, as amended by Amendment to Securities Subscription Agreement, dated April 9, 2021, and Amendment No. 2 to
Securities Subscription Agreement, dated October 1, 2021, with CB Co-Investment LLC, a Delaware limited liability company,
(“CB Co-Investment”), pursuant to which the Sponsor will purchase an aggregate of 4,837,500 private
placement warrants (or 5,287,500 private placement warrants if the Over-allotment Option (as defined below) is exercised in full)
and CB Co-Investment will purchase an aggregate of 1,612,500 private placement warrants (or 1,762,500 private placement warrants if
the Over-allotment Option (as defined below) is exercised in full) (collectively, the “Private Placement
Warrants”), bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”),
and one-half of a redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has
determined to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000 redeemable warrants subject to the Over-allotment
Option) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company
funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants
at a price of $1.00 per warrant (the “Working Capital Warrants,” and, together with the Private Placement Warrants
and the Public Warrants, the “Warrants”);


 


WHEREAS, each Warrant entitles
the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein. Only whole
Warrants are exercisable. A holder of Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-254502, and a prospectus (the “Prospectus”), for the registration, under the Securities
Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included
in the Units;


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 






     


     


    

 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of
Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant.
Each Warrant shall initially be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the
form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile
signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer
of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each,
a “Book-Entry Warrant Certificate”).


 


2.2. Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3. Registration.


 


2.3.1. Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant
Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede &
Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate,
or (ii) institutions that have accounts with The Depository (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver
to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
Chief Business Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 






     


     


    

 


2.3.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4. Detachability of
Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the
date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York
City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier (the “Detachment Date”) with the consent of Cowen and Company, LLC and Wells
Fargo Securities, LLC, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until
(A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by
the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues
a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


2.5. Fractional Warrants.
The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and
one-half of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would
be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued
to such holder.


 


2.6. Private Placement
Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public
Warrants, except that so long as they are held by the Sponsor, CB Co-Investment or any Permitted Transferees (as defined below) the Private
Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant
to subsection 3.3.1(b) hereof, (ii) with respect to Private Placement Warrants held by CB Co-Investment, will not be
exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8),
(iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business
Combination, (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (v) shall only be redeemable
by the Company pursuant to Section 6.2; provided, however, that in the case of (iii), the Private Placement Warrants and the
Working Capital Warrants and any Ordinary Shares held by the Sponsor, CB Co-Investment or any officers or directors of the Company, or
any Permitted Transferees, as applicable, issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may
be transferred by the holders thereof:


 


(a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, to the Sponsor or CB Co-Investment,
any members or partners of the Sponsor or CB Co-Investment or their affiliates, any affiliates of the Sponsor or CB Co-Investment, or
any employees of such affiliates;


 


(b) in the case of an
individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member
of the individual’s immediate family, an affiliate of such person or to a charitable organization;


 


(c) in the case of an
individual, by virtue of laws of descent and distribution upon death of the individual;


 


(d) in the case of an
individual, pursuant to a qualified domestic relations order;


 


(e) by private sales
or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price
at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;


 






     


     


    

 


(f) by virtue of the
Sponsor’s or CB Co-Investment’s organizational documents upon liquidation or dissolution of the Sponsor or CB Co-Investment;


 


(g) to the Company for
no value for cancellation in connection with the consummation of the Company’s initial Business Combination;


 


(h) in the event of the
Company’s liquidation prior to the completion of its initial Business Combination; or


 


(i) in the event of the
Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s
initial Business Combination;


 


provided, however,
that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other
restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor, CB Co-Investment and
the Company’s officers and directors.


 


2.7 Working Capital
Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 


3. Terms and Exercise of Warrants.


 


3.1. Warrant Price.
Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in
Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) described in the prior sentence at which Ordinary Shares may be purchased at the time a Warrant is
exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below)
for a period of not less than fifteen (15) Business Days (unless otherwise required by the Commission, any national securities exchange
on which the Warrants are listed or applicable law); provided that the Company shall provide at least five (5) days’ prior
written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical
among all of the Warrants.


 


3.2. Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of
the date that is: (i) thirty (30) days after the first date on which the Company completes a Business Combination and (ii) twelve
(12) months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New
York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination,
(y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association,
as amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to the Private
Placement Warrants and the Working Capital Warrants then held by the Sponsor, CB Co-Investment or any Permitted Transferees with respect
to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment
in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date
(as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
that the Private Placement Warrants issued to CB Co-Investment will not be exercisable more than five years from the effective date of
the Registration Statement in accordance with FINRA Rule 5110(g)(8); provided, further, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective
registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price
(as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor, CB Co-Investment or any Permitted
Transferees in connection with a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00
per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) in the event of a redemption
(as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor, CB Co-Investment
or any Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals
or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not
exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days’ prior written notice
of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration
among all the Warrants.


 






     


     


    

 


3.3. Exercise of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Ordinary
Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the
issuance of such Ordinary Shares, as follows:


 


(a) in lawful money of
the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b) with
respect to any Private Placement Warrant or Working Capital Warrants, so long as such Private Placement Warrant or Working Capital Warrant
is held by the Sponsor, CB Co-Investment or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal
to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in
Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios the quotient
obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Exercise
Fair Market Value” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Exercise Fair
Market Value. Solely for purposes of this subsection 3.3.1(b), the “Fair Market Value” shall mean the
average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd)
trading day prior to the date on which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant
Agent;


 


(c) as provided in Section 6.2
hereof with respect to a Make-Whole Exercise; or


 


(d) as provided in Section 7.4
hereof.


 


3.3.2. Issuance of
Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant
a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered
in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have
been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant
shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated
to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless
a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective
and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4
or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary
Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed
to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to
settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on
a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to
such holder.


 






     


     


    

 


3.3.3. Valid Issuance.
All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and nonassessable.


 


3.3.4. Date of Issuance.
Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued and who is registered in
the register of members of the Company shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on
the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such
surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share
transfer books or book-entry system are open.


 


3.3.5. Maximum Percentage. A
holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified
by the holder) (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and
its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the
number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be,
(2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer &
Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of Ordinary
Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and
outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company
by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written
notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 






     


     


    

 


4. Adjustments.


 


4.1. Share Capitalizations.


 


4.1.1. Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary
Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a split-up of Ordinary Shares or other similar event,
then, on the effective date of such capitalization or share dividend, split-up or similar event, the number of Ordinary Shares issuable
on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights
offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than
the “Historical Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal
to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Ordinary Shares) multiplied by (ii) one (1) minus
the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value.
For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary
Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights,
as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior
to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights. No Ordinary Shares shall be issued at less than their par value.


 


4.1.2. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders
of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other
shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary
Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with
a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the
substance or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their shares redeemed in
connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not
complete its initial Business Combination within the time period required by the Company’s Amended and Restated Memorandum and Articles
of Association, as amended from time to time, or (ii) with respect to any other provision relating to the rights of holders of Ordinary
Shares or pre-initial Business Combination activity or (e) in connection with the redemption of public shares upon the failure of
the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such
non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be
decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market
value (as determined by the Company’s board of directors (the “Board”) in good faith) of any securities
or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with all other cash
dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend
or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the
number of Ordinary Shares issuable on exercise of each Warrant but only with respect to the amount of aggregate cash dividends and cash
distributions equal to or less than $0.50 per Share).


 


4.2. Aggregation of
Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number
of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary
Shares.


 






     


     


    

 


4.3. Adjustments in Exercise Price.


 


4.3.1. Whenever the number
of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 


4.3.2. If (x) the Company
issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial
Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (as adjusted to appropriately reflect
any of the events referred to in other subsections of this Section 4) (with such issue price or effective issue price to be
determined in good faith by the Board and, in the case of any such issuance to the initial shareholders (as defined in the Prospectus)
or their affiliates, without taking into account any Class B Ordinary Shares (as defined in the Prospectus) held by such initial
shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
funding the initial Business Combination on the date of the consummation of the Company’s initial business combination (net of redemptions),
and (z) the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the
trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)
is below $9.20 per share (as adjusted for share sub-divisions, share capitalization, rights issuances, subdivisions, reorganizations,
recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2
shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00
per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher
of the Market Value and the Newly Issued Price.


 


4.4. Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary
Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such
Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares or stock or other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the
 “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become
exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares
in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have
been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company
in connection with redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum
and articles of association or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination
is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange
offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act)
of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall
be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would
actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange
offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in this Section 4; provided further that if less than 70% of the consideration receivable by the
holders of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission,
the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to
such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the
Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant
immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (assuming zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6
of this Agreement shall be taken into account, (ii) the price of each Ordinary Share shall be the volume weighted average price of
the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the
applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined
as of the trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest
rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary
Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also
results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant
Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






     


     


    

 


4.5. Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each
holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of
the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6. No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise
of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the
nearest whole number the number of Ordinary Shares to be issued to such holder.


 


4.7. Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this
Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8. Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and
purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 






     


     


    





 


4.9. No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion
ratio of the Company’s Class B Ordinary Shares (the “Class B Ordinary Shares”) into Ordinary
Shares or the conversion of Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Company’s Amended and
Restated Memorandum and Articles of Association.


 


 5. Transfer and Exchange of Warrants.




 


5.1. Registration of
Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2. Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with respect to any
Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate
may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a
nominee of a successor depository; provided further, however that in the event that a Warrant surrendered for transfer bears a restrictive
legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional Warrants. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant
certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the
Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Transfer of Warrants.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the
foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.


 






     


     


    

 


 6. Redemption.




 


6.1. Redemption of Warrants
for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the
Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is
an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company
has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and such cashless
exercise is exempt from registration under the Securities Act.


 


6.2. Redemption of Warrants
for Ordinary Shares. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at
the option of the Company, commencing once they are first exercisable and prior to their expiration, at the office of the Warrant Agent,
upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per
Warrant (the “Alternative Redemption Price”), provided that (i) the last reported sales price of the Ordinary
Shares equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) for any 20 trading days
within the 30-day trading period ending three trading days before the Company sends the notice of redemption to the Warrant Agent, (ii) the
Private Placement Warrants and Working Capital Warrants are also concurrently called for redemption on the same terms as the outstanding
Public Warrants (so long as the Reference Value is less than $18.00 per share) and (iii) there is an effective registration statement
covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection
with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on
a “cashless basis” pursuant to subsection 3.3.1 and receive, in lieu of the Alternative Redemption Price, a number
of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the
period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2)
(a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares for the ten (10) trading days
immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders.
The Company will provide notice to the Registered Holders of the Warrants no later than one business day after the 10-day trading period
described above ends.


 


	Redemption Date
 (period to
 expiration of	 	Fair Market Value of Class A Ordinary Shares	 
	warrants)	 	<$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


The exact Redemption Fair Market
Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values
in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each
Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth
for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day
year, as applicable.


 






     


     


    

 


The share prices set forth in
the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
or Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is
adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so
adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a Warrant. If the Exercise Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.3 hereof,
the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in
the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share
prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no
event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to
adjustment).


 


6.3. Date Fixed for,
and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant
to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2
and (b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for any twenty
(20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given.


 


6.4. Exercise After
Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2
of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof
and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the applicable Redemption Price.


 


6.5. Exclusion of Private
Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section 6.1
hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to
be held by the Sponsor, CB Co-Investment or any Permitted Transferees. However, once such Private Placement Warrants are transferred (other
than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants
and Working Capital Warrants pursuant to Section 6.1, provided that the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants and Working Capital Warrants to exercise the Private Placement Warrants or Working Capital
Warrants, as applicable, prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred
to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants,
as applicable, and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof. The restrictions
set forth under this Section 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.


 


 7. Other Provisions Relating to Rights of Holders of Warrants.





 


7.1. No Rights as Shareholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 






     


     


    

 


7.2. Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms
as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such
new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of
Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4. Registration of Ordinary Shares; Cashless
Exercise at Company’s Option.


 


7.4.1. Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after
the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall
use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of
its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement
has not been declared effective by the sixtieth (60th) Business Day following the
closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st)
Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the
Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the
issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by
exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary
Shares equal the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely
for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average last reported sales
price of the Ordinary Shares for the ten (10) trading day period ending on the third trading day prior to the date that notice of
exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice
of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion
of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the
Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly,
shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless
and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2. Cashless Exercise
at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public
Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection
7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a
registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants,
notwithstanding anything in this Agreement to the contrary, and (y) use its best efforts to register or qualify for sale the Ordinary
Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available. Notwithstanding
anything herein to the contrary, but without limiting the rights of the Holder to receive Ordinary Shares issuable upon exercise of the
Warrants on a “cashless exercise,” in the event there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Ordinary Shares issuable upon exercise of the Warrants to the Holder, under
no circumstance will the Company be required to net cash settle the Warrants.


 






     


     


    

 


  8. Concerning the Warrant Agent and Other Matters.



 


8.1. Payment of Taxes.
The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.


 


8.2. Resignation, Consolidation, or Merger
of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with
such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any
successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing
under the laws of the State of New York, in good standing and having its principal office in the United States of America, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations.


 


8.2.2. Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3. Merger or Consolidation
of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


8.3. Fees and Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


8.3.2. Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 






     


     


    

 


8.4. Liability of Warrant Agent.


 


8.4.1. Reliance on
Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Business Officer or Secretary
and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it
pursuant to the provisions of this Agreement.


 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable
outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or
any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the
Warrants.


 


8.6. Waiver. The
Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in,
or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent
hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


	 	9.	Miscellaneous Provisions.


 


9.1. Successors. All
the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.


 


9.2. Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or
on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:


 


Chain Bridge I


100 El Camino Real


Ground Suite


Burlingame, California 94010


 






     


     


    

 


with a copy to:


 


Goodwin Procter LLP


601 Marshall Street


Redwood City, CA 94063


Attention: Dan Espinoza


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer &
Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


9.3. Applicable Law
and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim
against it arising out of, or otherwise based on this Agreement, including under the Securities Act, shall be brought and enforced in
the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the
provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other
claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a
court other than a court located within the State of New York or the United States District Court for the Southern District of New York
(a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
 “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4. Persons Having
Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other
entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.


 


9.5. Examination of
the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the
United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit
such holder’s Warrant for inspection by the Warrant Agent.


 


9.6. Counterparts.
This 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.


 


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


 






     


     


    

 



 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary Cash
Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2, (iii) adding or changing
any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement or (iv) providing for the delivery
of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment
to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants or
Working Capital Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants
and, solely with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision
of this Agreement with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the then-outstanding Private Placement
Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9. Severability.
This 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 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 Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A Form of Warrant Certificate 


Exhibit B Legend — Private Placement Warrants


 


[Signature page to follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	
      
	Chain Bridge I
	 	 
	 	By:  	 
	 	Name:  	Michael Rolnick
	 	Title:	Chief Executive Officer 



 


		CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:  	                             
	 	Name:  	 
	 	Title:  	 



 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Chain Bridge I 


Incorporated Under the Laws of the Cayman Islands


 


CUSIP G2061X 110


 


Warrant Certificate


 


This
Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [      ]
warrant(s) (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary
shares, $0.0001 par value (“Ordinary Shares”), of Chain Bridge I, a Cayman Islands exempted company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall,
upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of
Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


The initial Exercise Price
per one Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of
certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 






     


     


    

 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.


 


	 	CHAIN BRIDGE I
	 	 
	 	By:	 
	 	Name: 	Michael Rolnick
	 	Title: 	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 






     


     


    

 


[Form of Warrant Certificate] 


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [       ]
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [       
], 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in
the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain
conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary
Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection
therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive [       ] Ordinary Shares and herewith
tenders payment for such Ordinary Shares to the order of Chain Bridge I (the “Company”) in the amount of $[       ]
in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of
[       ], whose address is [       ] and that such Ordinary Shares
be delivered to [       ] whose address is [       ]. If said [       ]
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of [       ],
whose address is [       ] and that such Warrant Certificate be delivered to [       ],
whose address is [       ].


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its
Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement,
the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of
the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is
exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number
of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [       ],
whose address is [       ] and that such Warrant Certificate be delivered to [       ],
whose address is [       ].


 


[Signature Page Follows]


 






     


     


    

 


Date: [_____], 20[__]


 


	 	 
	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR ANY SUCCESSOR RULE).	 


 






     


     


    

 


EXHIBIT B


 


Legend – Private Placement Warrants


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER
AGREEMENT BY AND AMONG CHAIN BRIDGE I (THE “COMPANY”), CHAIN BRIDGE GROUP, CB CO-INVESTMENT LLC AND THE OTHER PARTIES THERETO,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE
DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT REFERRED TO
HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE
COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A
ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND
SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [ ] WARRANT