Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
In connection with the appointment of
· A Letter Agreement, dated
pursuant to which, among other things, the Company agreed to grantMr. Brown 30,000 restricted stock units of the Company subject to the terms and conditions set forth therein;Mr. Brown has agreed to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company's initial business combination; facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period required by its Amended and Restated Memorandum and Articles of Association; and certain transfer restrictions with respect to the Company's securities.
· An Indemnification Agreement, dated
Mr. Brown , providingMr. Brown contractual rights to indemnification in addition to the indemnification provided for in the Company's Amended and Restated Memorandum and Articles of Association.
· A Joinder Agreement, dated
a party to that certain Registration and Shareholder Rights Agreement, datedNovember 9, 2021 , among the Company,Chain Bridge Group (the "Sponsor"),CB Co-Investment LLC ("CB Co-Investment") and certain equityholders of the Company, which provides for, among other things, customary demand and piggy-back registration rights.
The foregoing descriptions of the Letter Agreement, the Indemnification Agreement and the Joinder Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnification Agreement and the Joinder Agreement, copies of which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.
Other than the foregoing,
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No.
10.1 Letter Agreement, datedOctober 13, 2022 , between the Company andMr. Brown . 10.2 Indemnification Agreement, datedOctober 13, 2022 , between the Company andMr. Brown . 10.3 Joinder Agreement, datedOctober 13, 2022 , among the Company, the Sponsor, CB Co-Investment andMr. Brown . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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