Exhibit
10.1 


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____________], 2021, by
and between Chain Bridge I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
 & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. (333-254502) (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company,
LLC and Wells Fargo Securities, LLC, as underwriters (collectively, the “Underwriters”) named therein; and


 


WHEREAS,
as described in the Prospectus, $300,000,000 of the gross proceeds of the Offering and the sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $345,000,000 if the Underwriters’ over-allotment option is exercised in full) will be
delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as
the “Beneficiaries”); and


 


WHEREAS,
the Company has entered into that certain Business Combination Marketing Agreement, dated as of [●], 2021, with the Underwriters,
pursuant to which the Company will pay the Underwriters a cash fee (the “Marketing Fee”) for certain advisory
services upon the consummation of the Company’s initial Business Combination (as defined below) in an amount equal to, in the aggregate,
3.5% of the gross proceeds of the Offering, including any proceeds from the full or partial exercise of the Underwriters’ over-allotment
option; and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


	1.	Agreements and Covenants
    of Trustee. The Trustee hereby agrees and covenants to:


 


	 	(a)	Hold
    the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
    Trustee located in the United States at [J.P. Morgan Chase Bank, N.A.] (or at another U.S. chartered commercial bank with consolidated
    assets of $100 billion or more), maintained by Trustee and at a brokerage institution selected by the Trustee that is reasonably
    satisfactory to the Company;


 


	 	(b)	Manage, supervise
    and administer the Trust Account subject to the terms and conditions set forth herein;


 


	 	(c)	In
    a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
    within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
    or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
    Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
    as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account
    will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may
    earn bank credits or other consideration;


 






     


     


    

 


	 	(d)	Collect
    and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
    as such term is used herein;


 


	 	(e)	Promptly
    notify the Company and the Underwriters of all communications received by the Trustee with respect to any Property requiring action
    by the Company;


 


	 	(f)	Supply
    any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
    preparation of the tax returns relating to assets held in the Trust Account;


 


	 	(g)	Participate
    in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
    by the Company to do so;


 


	 	(h)	Render
    to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
    of the Trust Account;


 


	 	(i)	Commence
    liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter
    from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
    A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial
    Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property
    in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
    to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination
    Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of
    the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
    amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to
    such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
    attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the
    Trust Account and not previously released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay
    dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;


 


	 	(j)	Upon
    written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
    C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to
    the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
    as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
    to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
    relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that
    to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
    held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction
    in the principal amount per share initially deposited in the Trust Account (it being acknowledged and agreed that any such amount
    in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company
    referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no
    responsibility to look beyond said request;


 


	 	(k)	Upon
    written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
    D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting
    brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public
    Shareholders pursuant to the Company’s amended and restated memorandum and articles of association; and


 


	 	(l)	Not
    make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 






     


     


    

 


	2.	Agreements and Covenants
    of the Company. The Company hereby agrees and covenants to:


 


	 	(a)	Give
    all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer
    or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof,
    the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which
    it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
    provided that the Company shall promptly confirm such instructions in writing;


 


	 	(b)	Subject
    to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and
    documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any
    action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any
    claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the
    Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
    gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
    of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
    it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
    The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
    the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
    withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
    consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


	 	(c)	Pay
    the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
    and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
    that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
    1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual
    administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the
    Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


	 	(d)	In
    connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
    reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
    provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of
    such shareholders regarding such Business Combination;


 


	 	(e)	Provide
    the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
    to any proposed withdrawal from the Trust Account promptly after it issues the same;


  


	 	(f)	Instruct
    the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to
    make any distributions that are not permitted under this Agreement;


 


	 	(g)	If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares  or pre-initial Business Combination activity (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment;



 


		(h)	Within five (5) business days after the Underwriters
exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with
a notice in writing of the total amount of the Marketing Fee, which shall in no event be less than $10,500,000 (or $12,075,000 if the
Underwriters’ over-allotment option is exercised in full); and





 


	 	(i)	Expressly
    provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
    of Exhibit A that the Marketing Fee be paid directly to the account or accounts directed by the Underwriters respectively
    on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person.


 






     


     


    

 


	3.	Limitations of Liability.
    The Trustee shall have no responsibility or liability to:


 


	 	(a)	Imply
    obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
    and that which is expressly set forth herein;


 


	 	(b)	Take
    any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
    no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


	 	(c)	Institute
    any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any
    kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as
    provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


	 	(d)	Change the investment
    of any Property, other than in compliance with Section 1 hereof;


 


	 	(e)	Refund any depreciation
    in principal of any Property;


 


	 	(f)	Assume
    that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
    otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


	 	(g)	The
    other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
    in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
    The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
    of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s
    counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness
    of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in
    good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall
    not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
    hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties
    or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


	 	(h)	Verify the accuracy
    of the information contained in the Registration Statement;


 


	 	(i)	Provide
    any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
    by the Registration Statement;


 


	 	(j)	File
    information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
    statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


	 	(k)	Prepare,
    execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
    relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
    limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


	 	(l)	Verify
    calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 






     


     


    

 


	4.	Trust
    Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
    to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that
    it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
    limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
    against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


	5.	Termination. This Agreement
    shall terminate as follows:


 


	 	(a)	If
    the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
    efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
    time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
    to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
    but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
    terminate; provided, however, that in the event that the Company does not locate a successor trustee within
    ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
    deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
    and upon such deposit, the Trustee shall be immune from any liability whatsoever;


 


	 	(b)	At such time
that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b); or
	 	 	 
	 	(c)	If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company, CB Co-Investment LLC or Chain Bridge Group, as applicable, shall be returned promptly following the receipt by the Trustee of written instructions from the Company.



 


	6.	Miscellaneous.


 


	 	(a)	The
    Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds
    transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to
    such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
    persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds
    transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers,
    and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability
    arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
    or expense resulting from any error in the information or transmission of the funds.


 


	 	(b)	This
    Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
    to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement
    may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
    constitute but one instrument.


 


	 	(c)	This
    Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
    for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended
    or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary
    shares, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment
    will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder
    vote for an Amendment, this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
    error) by a writing signed by each of the parties hereto.


 






     


     


    

 


	 	(d)	The
    parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
    York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
    AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


	 	(e)	Any
    notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
    shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
    or by electronic mail or facsimile transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


	 	Attn:	Francis E. Wolf, Jr. &
    Celeste Gonzalez









	 	Email:	fwolf@continentalstock.com





	 	 	cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Chain
Bridge I


100
El Camino Real


Ground
Suite


Burlingame,
California 94010 


 


in
each case, with copies to:


 


Goodwin
Procter LLP


601
Marshall Street


Redwood
City, CA 94063


Attention:
Dan Espinoza


Email:
DEspinoza@goodwinlaw.com


 


and


 


Cowen
and Company, LLC


599
Lexington Avenue


New
York, New York 10022


Attn:
Head of Equity Capital Markets,



    with a copy to the General Counsel, Investment Banking


 


and


 


Wells
Fargo Securities, LLC


500
West 33rd Street


New
York, New York 10001


Attn:
Equity Syndicate Department (fax no: (212) 214-5918)


 


and


 


DLA
Piper LLP (US)


1251
Avenue of the Americas


New
York, NY 10020


Attn:
Michael D. Maline and Stephen P. Alicanti


Email:
michael.maline@us.dlapiper.com; stephen.alicanti@us.dlapiper.com




 






     


     


    

 


	 	(f)	Each
    of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
    this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
    not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in
    the Trust Account under any circumstance.


 


	 	(g)	This
    Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
    negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


	 	(h)	This
    Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
    shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
    transmission shall constitute valid and sufficient delivery thereof.


 


	 	(i)	Each
    of the Company and the Trustee hereby acknowledges and agrees that each of the Underwriters is a third-party beneficiary of this
    Agreement.


 


	 	(j)	Except
    as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or
    entity.


 


[Signature
Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY,


as
Trustee


 


	By:	 	 


Name:
Francis Wolf


Title:
   Vice President


 


CHAIN
BRIDGE I 


 


	By:	 	 



Name:
Michael Rolnick  



Title:
   Chief Executive Officer



 


Signature
Page to Investment Management Trust Agreement


 






     


     


    

 


SCHEDULE
A


 


	Fee
    Item	 	Time
    and Method of Payment	 	 	Amount	 
	Initial acceptance
    fee	 	Initial
    closing of the offering by wire transfer 
	 	$	[              ]	 
	Annual fee	 	First
    year, initial closing of the Offering by wire transfer; thereafter $10,000.00 on the anniversary of the effective date of the Offering
    by wire transfer or check 
	 	$	[              ]	 
	Transaction
                                            processing fee for disbursements to Company under Sections 1(i), (j) and (k)
  
	 	Billed by
    Trustee to Company under Section 1	 	$	[              ]	 
	Paying Agent
    services as required pursuant to Section 1(i) and 1(k)	 	Billed to
    Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing
                                            rates	 



 






     


     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:
           Trust Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Chain Bridge I (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target
Business”) to consummate a business combination with the Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree)
of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date (including as directed to it by the Underwriters on
behalf of the Underwriters (with respect to the Marketing Fee)). It is acknowledged and agreed that while the funds are on deposit
in the trust operating account at [J.P. Morgan Chase Bank, N.A.] awaiting distribution, neither the Company nor the Underwriters will
earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the
Company and the Underwriters with respect to the transfer
of the funds held in the Trust Account, including payment of the Marketing Fee from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I
	 	 
	 	By:
	 	Name:
	 	Title


 



	Acknowledged and Agreed:	 
	Cowen and Company, LLC	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	Wells Fargo Securities, LLC	 
	 	 
	By:	 
	Name:	 
	Title:	 




 


 






     


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	Re:	Trust Account
    - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Chain Bridge I (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [                   ],
2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with
a Target Business (the “Business Combination”) within the time frame specified in the Company’s Amended and Restated
Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into the trust operating account at [J.P. Morgan Chase Bank, N.A.] to await distribution to the Public Shareholders.
The Company has selected [                   ],
2021 as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit
in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and
Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I 
	 	 
	 	By:
	 	Name:
	 	Title


 


		cc:	Cowen
                                            and Company, LLC 

                                            Wells Fargo Securities, LLC



 






     


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	Re:	Trust Account
    – Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Chain Bridge I (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[ ] of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I 
	 	 
	 	By:
	 	Name:
	 	Title


 


		cc:	Cowen
                                            and Company, LLC 

                                            Wells Fargo Securities, LLC



 






     


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	Re:	Trust Account – Shareholder
    Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Chain Bridge I (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [___________], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[_____] of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$[_________] of the proceeds of the Trust Account to the trust operating account at [J.P. Morgan Chase Bank, N.A.] for distribution to
the shareholders that have requested redemption of their shares in connection with such Amendment.


 


	 	Very
    truly yours,
	 	 
	 	Chain
    Bridge I 
	 	 
	 	By:
	 	Name:
	 	Title


 


		cc:	Cowen
                                            and Company, LLC 

                                            Wells Fargo Securities, LLC