Exhibit 10.3


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of [__________], 2021 (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), is entered into by and among Chain Bridge I, a Cayman Islands exempted company (the “Company”)
and Chain Bridge Group, a Cayman Islands limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A Ordinary Share, par value $0.0001 per share, of the Company (each, a “Share”), and one-half of one
redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser
has agreed to purchase up to an aggregate of 4,837,500 warrants (or up to 5,287,500 warrants in the aggregate to the extent the over-allotment
option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private
Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


WHEREAS, the number of Private
Placement Warrants to be purchased by the Purchaser is correlated to the amount of underwriting discounts or commissions payable by the
Company to the underwriters upon completion of the Public Offering.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale;
Terms of the Private Placement Warrants.


 


A.  Authorization of
the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser,
including the issuance of Shares underlying the Private Placement Warrants.


 


B.  Purchase and Sale of the Private
Placement Warrants.


 


(i) On the date of the consummation
of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to
an aggregate of 4,837,500 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $4,837,500 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance
with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement
on Form S-1 (File No. 333-254502) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either,
at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing
of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the
Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if
any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 450,000 additional Private Placement
Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an
aggregate purchase price of up to $450,000 (if the over-allotment option in connection with the Public Offering is exercised in full)
(the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company
in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the
Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either,
at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


C.  Terms of the Private Placement Warrants.


 


(i)  The Private Placement
Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection
with the Public Offering (a “Warrant Agreement”).


 


(ii) At or prior to the time
of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Warrants and the Shares underlying the Private Placement Warrants.


   


Section 2. Representations
and Warranties of the Company.


 


As a material inducement to
the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to
the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation and
Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the
Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to
have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.  Authorization; No Breach.


 


(i) The execution, delivery
and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of each
Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon each issuance
of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii) The execution and delivery
by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance
of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof
and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon
the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption, action, notice, declaration or filing, in each case, by or to any court or administrative or governmental body or agency pursuant
to the Amended and Restated Memorandum and Articles of Association of the Company (in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under
federal or state securities laws.


 


C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s
register of members, the Private Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private
Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants,
the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members,
each Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement
Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the
other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of either Purchaser.


 






     


     


    

 


D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 


E. Regulation D Qualification.
Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20%
or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”).


 


Section 3. Representations
and Warranties of the Purchaser.


 


As a material inducement
to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby
represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization and
Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.  Authorization; No Breach.


 


(i) This Agreement constitutes
a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery
by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not
as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or
assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational
documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law,
statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser
is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.  Investment Representations.


 


(i)   The Purchaser
is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with
a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)  The Purchaser is
an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities Act, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of
the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire such Securities.


 






     


     


    

 


(iv) The Purchaser did not
decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.


 


(v)  The Purchaser has
been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high
degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not
be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption
therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any
other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed
to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position,
Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance
with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption
from the registration requirements of the Securities Act.


 


(viii) The Purchaser has knowledge
and experience in financial and business matters, understands the high degree of risk associated with investments in the securities of
companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities
and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period
of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of
its investment in the Securities.


 


Section 4. Conditions of
the Purchaser’s Obligations.


 


The obligations of the Purchaser
to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the
following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


B.  Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.


 


D. Warrant Agreement
and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement,
each on terms satisfactory to the Purchaser.


 






     


     


    

 


E.  Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


Section 5. Conditions of
the Company’s Obligations.


 


The obligations of the Company
to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B.  Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.  Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.


 


E.  Warrant Agreement. The Company
shall have entered into the Warrant Agreement.


 


Section 6. Miscellaneous.


 


A. Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of
any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior
written consent of the other party hereto, other than assignments by the Purchaser to its affiliates (including, without limitation, one
or more of its members).


 


B.  Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.


 


D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part
of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in
accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the laws of another jurisdiction.


 


F.  Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto. 


 


[Signature Page Follows] 


 






     


     


    

 


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


 


	 	
    COMPANY:

     

	 	CHAIN BRIDGE I, a Cayman Islands exempted company
	 	 
	 	By:  	 
	 	 	Name:  	Michael Rolnick
	 	 	Title:	Chief Executive Officer 
	 	 
	 	
    PURCHASER:

     

	 	CHAIN BRIDGE GROUP, a Cayman Islands limited liability company
	 	 
	 	By:	 
	 	 	Name:	Michael Rolnick
	 	 	Title:	Manager


 


[Signature Page to Private Placement Warrants
Purchase Agreement]