Amendment to Securities Subscription Agreement, dated April9, 2021, between the Registrant and CB Co-Investment
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]
