0001213900-25-076126 Sample Contracts
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).
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).
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”).
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).
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).