Exhibit 10.10


 


Chain Bridge I


100 El Camino Real, Ground Suite 

Burlingame, California 94010


 


April 9, 2021


 


CB Co-Investment LLC


599 Lexington Avenue, 25th Floor


New York, NY 10022


 


Re: Amendment to Securities Subscription Agreement


 


Ladies and Gentlemen:


 


Reference is made to the Securities
Subscription Agreement dated February 3, 2021 (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 1,333,333 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 1,400,000 Warrants (“Initial Warrants”) at $1.50 per Initial
Warrant, for an aggregate purchase price of $2,100,000 (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 $1.50 per Additional Warrant for an aggregate purchase price
of up to $225,000 (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 is hereby amended by adding the following as new Section 5.2 and renumbering the existing Sections 5.2, 5.3
and 5.4 as Sections 5.3, 5.4 and 5.5, respectively:


 


		5.2	Subscriber agrees that, during the Lock-Up Period (as defined
below) and in accordance with Rule 5110(e) of the Financial Industry Regulatory Authority, Inc. (“FINRA”),
it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic disposition of, the Initial Warrants and the Additional
Warrants (including any Class A ordinary shares of the Company issuable pursuant to the Initial Warrants and the Additional Warrants
(collectively, the “Warrant Shares”)) or the Shares, except as provided for in FINRA Rule 5110(e)(2). As used
herein, the term “Lock-Up Period” means the period beginning on the date that the Company’s Registration Statement
on Form S-1 (File No.: 333-254502) is declared effective by the Securities and Exchange Commission (the “Effective Date”)
and ending on the one hundred eighty day anniversary of the Effective Date. In addition, notwithstanding the other terms of this Agreement
or any other agreement between the Company and the Subscriber, the Subscriber agrees with respect to the Initial Warrants, Additional
Warrants and the Warrant Shares that, as required by FINRA Rule 5110(g)(8): (i) the Initial Warrants and Additional Warrants
may not be exercised more than five years from the Effective Date; (ii) the Subscriber shall not have more than one demand registration
right at the Company’s expense; (iii) the Subscriber shall not have the right to demand registration of the Initial Warrants,
the Additional Warrants or the Warrant Shares more than five years from the Effective Date; (iv) the Subscriber shall not have the
right to piggyback registration with respect to the Initial Warrants, Additional Warrants or the Warrant Shares more than seven years
from the Effective Date; (v) the Initial Warrants and Additional Warrants may not have anti-dilution terms that allow the Subscriber
and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering,
when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and (vi) the
Initial Warrants and Additional Warrants may not have anti-dilution terms that allow the Subscriber and related persons to receive or
accrue cash dividends prior to the exercise or conversion of the Initial Warrants and Additional Warrants.



 


III.           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 to Securities
Subscription Agreement]