Exhibit 10.11


 


Chain Bridge I


100 El Camino Real, Ground Suite


Burlingame, California 94010


 


October 1, 2021


 


CB Co-Investment, LLC


599 Lexington Avenue, 25th Floor


New York, NY 10022


 


Re: Amendment No. 2 to Securities Subscription Agreement


 


Ladies and Gentlemen:


 


Reference is made to the
Securities Subscription Agreement dated February 3, 2021, as amended by the Amendment to Securities Subscription Agreement, dated April
9, 2021 (as so amended, the “Agreement”), between CB Co-Investment, LLC, a Delaware limited liability company (the
 “Subscriber”), and Chain Bridge I, a Cayman Islands exempted company (the “Company”), with respect
to the Subscriber’s purchase of 1,429,286 Class B ordinary shares, $0.0001 par value per share (the “Shares”),
up to 186,429 of which are subject to forfeiture by Subscriber as described in the Agreement, and Subscriber’s commitment to purchase
an aggregate of 1,400,000 Warrants (“Initial Warrants”) and up to an additional 150,000 Warrants (“Additional
Warrants”) if the underwriters in the IPO exercise their over-allotment option in full or in part. The purpose of this letter
agreement (this “Amendment”) is to amend the Agreement. Capitalized terms used herein but not otherwise defined shall
have the meanings ascribed to them in the Agreement.


 


 


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


 


		1.	Subscription and Purchase of Securities. For the sum of $4,150 (the “Purchase Price”), which the
                                                               Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes
                                                               for and purchases the Shares from the Company, 186,429 of which are subject to forfeiture, on the terms and subject to the
                                                               conditions set forth in this Agreement. All references in this Agreement to shares of the Company being forfeited shall take effect
                                                               as surrenders for no consideration of such shares as a matter of Cayman Islands law. Upon the issuance of the Shares, the Subscriber
                                                               hereby surrenders for no consideration the one Class B ordinary share of the Company held by it following the incorporation of the
                                                               Company. In addition, Subscriber hereby commits to purchase an aggregate of 1,612,500 Warrants (“Initial
                                                               Warrants”) at $1.00 per Initial Warrant, for an aggregate purchase price of $1,612,500 (the “Initial Risk Capital
                                                               Purchase Price”). Additionally, if the underwriters in the IPO exercise their over-allotment option in full or part, the
                                                               Subscriber further commits to purchase up to an additional 150,000 Warrants (“Additional Warrants”)
at $1.00 per Additional Warrant for an aggregate purchase price of up to $150,000 (the “Over-Allotment Purchase Price”).
The Subscriber shall pay the Initial Risk Capital Purchase Price and Over-Allotment Purchase Price (if any) for the Initial Warrants and
Additional Warrants (if any) by wire transfer of immediately available funds to the trust account established by the Company in connection
with the IPO on the date the IPO and over-allotment option are consummated, respectively.









 






     


     


    

 


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


 


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


 


(Signature page follows)





 






     


     


    

  


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




 


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




 


[Signature Page to Amendment
No. 2 to Securities Subscription Agreement]