REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2023 • Trailblazer Merger Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2023, is made and entered into by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), Trailblazer Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and 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 • April 3rd, 2023 • Trailblazer Merger Corp I • Blank checks
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of March 28, 2023 by and between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2023 • Trailblazer Merger Corp I • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March 28, 2023, between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), and Trailblazer Sponsor Group, LLC, Barak Avitbul, Scott Burell, Olga Castells, Patrick M. Donovan, Yosef Eichorn, Joseph Hammer and Arie Rabinowitz (“Indemnitee” or “Indemnitees”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 31st, 2023 • Trailblazer Merger Corp I • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2023 by and between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • April 3rd, 2023 • Trailblazer Merger Corp I • Blank checks • New York
THIS RIGHTS AGREEMENT (this “Agreement”) is made as of March 28, 2023 between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
TRAILBLAZER MERGER CORPORATION I 6,000,000 Units Underwriting AgreementUnderwriting Agreement • April 3rd, 2023 • Trailblazer Merger Corp I • Blank checks • New York
Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 6,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 900,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
TRAILBLAZER MERGER CORPORATION I 6,000,000 Units Underwriting AgreementUnderwriting Agreement • January 31st, 2023 • Trailblazer Merger Corp I • Blank checks • New York
Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 6,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 900,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 3rd, 2023 • Trailblazer Merger Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 28, 2023, is entered into by and between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), and Trailblazer Sponsor Group LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2023 • Trailblazer Merger Corp I • Blank checks
The undersigned hereby subscribes for 1,940,625, shares of Class B common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
SPONSOR SHARES FORFEITURE AGREEMENTSponsor Shares Forfeiture Agreement • January 31st, 2023 • Trailblazer Merger Corp I • Blank checks • Delaware
This Sponsor Shares Forfeiture Agreement (this “Agreement”) is entered into as of January 20, 2023, by Trailblazer Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and Trailblazer Merger Corporation I, a Delaware corporation (the “SPAC”), in connection with the initial public offering. The Company and the Sponsor are referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 23rd, 2024 • Trailblazer Merger Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2024, is made and entered into by and among Trailblazer Holdings, Inc., a Delaware corporation (the “Company”), Trailblazer Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 3rd, 2023 • Trailblazer Merger Corp I • Blank checks • New York
THIS STOCK ESCROW AGREEMENT, dated as of March 28, 2023 (“Agreement”), is by and among Trailblazer Merger Corporation I Co., a Delaware corporation (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
AMENDMENT NO. 1 TO ADVISORY AGREEMENTTo Advisory Agreement • March 13th, 2023 • Trailblazer Merger Corp I • Blank checks
THIS ADVISORY AGREEMENT AMENDMENT (this “Amendment”) is entered into effective as of March 9, 2023, by and among Trailblazer Merger Corporation I (the “Company”), Trailblazer Sponsor Group LLC (the “Sponsor”) and LifeSci Capital LLC (“LifeSci,” and, together with the Company and the Sponsor, the “Parties”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 31st, 2023 • Trailblazer Merger Corp I • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2023 (“Agreement”), is by and among Trailblazer Merger Corporation I Co., a Delaware corporation (the “Company”), the initial securityholders listed on Exhibit A attached hereto (each, an “Initial Securityholder” and collectively the “Initial Securityholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 30th, 2024 • Trailblazer Merger Corp I • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of May 17, 2022, as amended from time to time (the “Note”) by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), and Trailblazer Sponsor Group, LLC (the “Payee”), is made and entered into effective as of September 30, 2024 by Maker and Payee.
MERGER AGREEMENT dated July 22, 2024 by and among Cyabra Strategy Ltd., Trailblazer Merger Corporation I, Trailblazer Holdings, Inc., and Trailblazer Merger Sub Ltd.Merger Agreement • July 23rd, 2024 • Trailblazer Merger Corp I • Blank checks • Delaware
MERGER AGREEMENT dated as of July 22, 2024 (this “Agreement”), by and among Cyabra Strategy Ltd., a private company organized in Israel (the “Company”), Trailblazer Merger Corporation I, a Delaware corporation (“Parent”), Trailblazer Holdings, Inc., a Delaware corporation (“Holdings”), and Trailblazer Merger Sub, Ltd., an Israeli company (“Merger Sub” and together with the Company, Parent and Holdings, the “Parties” and each, a “Party”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 23rd, 2024 • Trailblazer Merger Corp I • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of July 22, 2024, by and among the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Trailblazer Merger Corporation I, a Delaware company (“Parent”), and Cyabra Strategy Ltd., a private company formed in Israel (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Trailblazer Merger Corporation ITrailblazer Merger Corp I • January 31st, 2023 • Blank checks
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), LifeSci Capital LLC, and Ladenburg Thalmann & Co. Inc., as representatives (the “Representatives”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Class A common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 31st, 2023 • Trailblazer Merger Corp I • Blank checks • Delaware
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of September 23, 2022 (the “Effective Date”), by and between Trailblazer Merger Corporation I, a Delaware corporation (hereinafter referred to as “TBMC”) and the undersigned Trailblazer Sponsor Group, LLC (the “Stockholder”). TBMC and the Stockholder are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO PROMISSORY NOTEPromissory Note • March 29th, 2024 • Trailblazer Merger Corp I • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of May 17, 2022, as amended from time to time (the “Note”) by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), and Trailblazer Sponsor Group, LLC (the “Payee”), is made and entered into effective as of March 27, 2024 by Maker and Payee.
AMENDMENT TO PROMISSORY NOTEPromissory Note • January 31st, 2023 • Trailblazer Merger Corp I • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of May 17, 2022 (the “Note”) by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), and Trailblazer Sponsor Group, LLC, the Company’s sponsor the “Sponsor”), is made and entered into effective as of January 20, 2023 by the Company and the Sponsor.
PARENT SUPPORT AGREEMENTParent Support Agreement • July 23rd, 2024 • Trailblazer Merger Corp I • Blank checks • Delaware
This PARENT SUPPORT AGREEMENT (this “Agreement”) is dated as of July 22, 2024, by and among Trailblazer Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), Trailblazer Merger Corporation I, a Delaware corporation (“Parent”), and Cyabra Strategy Ltd., a private company formed in Israel (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 23rd, 2024 • Trailblazer Merger Corp I • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among Cyabra Inc., a Delaware corporation (“Parent”) (formerly known as Trailblazer Holdings, Inc.), certain former shareholders, officers and directors of Cyabra Strategy Ltd., a private company organized in Israel (“Company”), identified on the signature page and as set forth on Schedule I hereto (such shareholders, the “Company Holders”) and other persons and entities (collectively with the Company Holders and any person or entity who hereafter becomes a party to this Agreement, the “Holders” and each, a “Holder”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • September 20th, 2024 • Trailblazer Merger Corp I • Blank checks
This Amendment (the “Amendment”) to that certain Promissory Note, dated as of May 17, 2022, as amended from time to time (the “Note”) by and among Trailblazer Merger Corporation I, a Delaware corporation (the “Maker”), and Trailblazer Sponsor Group, LLC (the “Payee”), is made and entered into effective as of September 16, 2024 by Maker and Payee.
March 28, 2023 Trailblazer Merger Corporation I 510 Madison Avenue, Suite 1401 New York, NY 10022 LifeSci Capital LLC 250 W 55th Street, Suite 3401 New York, NY 10019 Ladenburg Thalmann & Co. Inc.Trailblazer Merger Corp I • April 3rd, 2023 • Blank checks
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trailblazer Merger Corporation I, a Delaware corporation (the “Company”), LifeSci Capital LLC, and Ladenburg Thalmann & Co. Inc., as representatives (the “Representatives”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Class A common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
