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:
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”).
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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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:Letter 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
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”).
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”).
