Bleichroeder Acquisition Corp. I Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2024 • Bleichroeder Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2024, is made and entered into by and between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”). (the Sponsor together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 5th, 2024 • Bleichroeder Acquisition Corp. I • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 31, 2024 by and between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BLEICHROEDER ACQUISTION CORP. I.Securities Subscription Agreement • July 12th, 2024 • Bleichroeder Acquisition Corp. I • New York
Bleichroeder Acquistion Corp. I., a Cayman Islands exempted company (the “Company’’), is pleased to accept the offer Bleichroeder Sponsor 1 LLC, a Delaware limited liability company, (the ’’Subscriber’’ or “you’’) has made to subscribe for 7,187,500 Class B ordinary shares of the Company (the ’’Shares’’), US$0.000 1 par value per share (the “Class B Ordinary Shares’’), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO’’) of units (“Units’’) do not fully exercise their over-allotment option (the “Over-allotment Option’’). For the purposes of this Agreement, references to “Ordinary Shares’’ are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.000 I par value per share (the “Class A Ordinary Shares’’). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles’’), Class B Ordinary Shares will convert into Class A
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 21st, 2024 • Bleichroeder Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENT between Bleichroeder Acquisition Corp. I and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC As Representative of the Underwriters Dated: October 31, 2024 UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2024 • Bleichroeder Acquisition Corp. I • Blank checks • New York
The undersigned, Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
WARRANT AGREEMENTWarrant Agreement • August 21st, 2024 • Bleichroeder Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2024, is by and between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 5th, 2024 • Bleichroeder Acquisition Corp. I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2024, by and between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
October 31, 2024 Bleichroeder Acquisition Corp. I New York, NY 10105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 5th, 2024 • Bleichroeder Acquisition Corp. I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be so
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 5th, 2024 • Bleichroeder Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of October 31, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Purchaser”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • November 5th, 2024 • Bleichroeder Acquisition Corp. I • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of October 31, 2024 between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Share Rights Agent”).
pUBcO] COMMON STOCK PURCHASE WARRANTSecurity Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], [●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from [PubCo], a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Merlin Labs, Inc.], a Delaware corporation (formerly known as Inflection Point Acquisition Corp. IV, a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “Merlin Holders” (the “Merlin Holders”) and each of the undersigned parties listed on the signature page hereto under “Other Holders” (the “Other Holders” and each such party, together with the Sponsor, the Sponsor Holders, the Merlin H
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Merlin Labs, Inc.], a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. IV, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and Bleichroeder Sponsor 1 LLC, a Cayman Islands limited liability company (the “Sponsor”), and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 29th, 2026 • Merlin, Inc. • Services-computer integrated systems design • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2026, by and between Merlin, Inc., a Delaware corporation (the “Company”), and Alyeska Master Fund, L.P. (including its successors and assigns, the “Purchaser”).
INDEMNIFICATION And Advancement AGREEMENTIndemnification and Advancement Agreement • March 20th, 2026 • Merlin, Inc. • Services-computer integrated systems design • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Merlin, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors][and][an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks
This Sponsor Support Agreement (this “Agreement”) is dated as of August 13, 2025, by and among Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), Inflection Point Fund I, LP, a Delaware limited partnership (“IPF” and the Sponsor, each a “Restricted Holder” and together, the “Restricted Holders”), Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Merlin Labs, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Bleichroeder Acquisition Corp. IUnderwriting Agreement • August 8th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks
Dated August 13, 2025 Business Combination AgreementBusiness Combination Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 13, 2025 by and among Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), IPDX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser (“Merger Sub”), and Merlin Labs, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August ___, 2025, by and among Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Merlin Labs, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2026 • Merlin, Inc. • Services-computer integrated systems design • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2026, is made and entered into by and among Merlin, Inc., a Delaware corporation (formerly known as Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company, prior to its domestication) (the “Company”), Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “Merlin Holders” (the “Merlin Holders” and each such party, together with the Sponsor and the Sponsor Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively the “Holders”).
MJP Advisory Group LLC Consulting AgreementConsulting Agreement • July 31st, 2025 • Bleichroeder Acquisition Corp. I • Blank checks • New York
This Consulting Agreement (the “Agreement”) is dated as of July 28, 2025 (the “Effective Date”), by and between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), and MJP Advisory Group LLC, a New York limited liability company (“Consultant”).
LOCK-UP AGREEMENTLock-Up Agreement • March 20th, 2026 • Merlin, Inc. • Services-computer integrated systems design • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March 16, 2026, is made and entered into by and among Merlin, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. IV, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and Bleichroeder Sponsor 1 LLC, a Cayman Islands limited liability company (the “Sponsor”), and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2025 • Inflection Point Acquisition Corp. Iv • Blank checks • Delaware
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of November 17, 2025 (this “Amendment”), is entered into by and among Inflection Point Acquisition Corp. IV, a Cayman Islands exempted company (f/k/a Bleichroeder Acquisition Corp. I, the “Company”), Merlin Labs, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (the “Purchaser”), and amends that certain Securities Purchase Agreement, dated as of August 13, 2025, by and among the Company, the Target and the Purchaser. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 20th, 2026 • Merlin, Inc. • Services-computer integrated systems design
This AMENDMENT is made and entered into as of March 14, 2026 (this “Amendment”), by and between Bleichroeder Acquisition Corp. I (now known as Merlin, Inc.), a former Cayman Islands exempted company which transferred by way of continuation and domesticated as a Delaware corporation on March 13, 2026) (the “Purchaser”) and Merlin Labs, Inc., a Delaware corporation (the “Company”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings assigned to such terms in the Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • March 20th, 2026 • Merlin, Inc. • Services-computer integrated systems design • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March 16, 2026, is made and entered into by and among Merlin, Inc., a Delaware corporation (the “Company”) (formerly known as Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2025 • Inflection Point Acquisition Corp. Iv • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2025, by and among Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I), a Cayman Islands exempted company (the “Company”), Merlin Labs, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Merlin Labs, Inc.], a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. IV, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
MERLIN, INC. COMMON STOCK PURCHASE WARRANTSecurity Agreement • April 29th, 2026 • Merlin, Inc. • Services-computer integrated systems design • Delaware
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Alyeska Master Fund, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 29, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Merlin, Inc., a Delaware corporation (the “Company”), up to 4,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2026 • Merlin, Inc. • Services-computer integrated systems design • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2026, is made and entered into by and among Merlin, Inc., a Delaware corporation (formerly known as Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Bleichroeder Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “Merlin Holders” (the “Merlin Holders” and each such party, together with the Sponsor and the Sponsor Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively the “Holder
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 14th, 2025 • Bleichroeder Acquisition Corp. I • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of August [●], 2025, by and among Bleichroeder Acquisition Corp. I, which will be renamed Inflection Point Acquisition Corp. IV, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Sellers”) and Merlin Labs, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).