REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2023, is made and entered into by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative 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”).
INDEMNITY AGREEMENTIndemnity Agreement • May 9th, 2023 • Inflection Point Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2023, by and between INFLECTION POINT ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 24, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Inflection Point Holdings II LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 24, 2023 by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Inflection Point Acquisition Corp. II New York, NY 10016 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • 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 Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (a
Inflection Point Acquisition Corp. II 167 Madison Avenue Suite 205 #1017 New York, New York 10016Inflection Point Acquisition Corp. II • April 5th, 2023 • New York
Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Inflection Point Holdings II LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each expected to be comprised of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 19th, 2023 • Inflection Point Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., a New York limited liability company (the “Purchaser”).
INFLECTION POINT ACQUISITION CORP. II UNDERWRITING AGREEMENTWarrant Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks • New York
The undersigned, Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or 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 Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 24, 2023, is by and between Inflection Point Acquisition Corp. II, 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”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • November 14th, 2024 • Inflection Point Acquisition Corp. II • Blank checks
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2024, is made by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and the undersigned (the “Holder”).
INFLECTION POINT ACQUISITION CORP. II New York, New York 10016Services and Indemnification Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks
This services and indemnification agreement (this “Agreement”) is being entered into by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC, an affiliate of the Company (“TVC”), Peter Ondishin and Kevin Shannon as of the date hereof, to confirm our agreement that:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 30th, 2023 • Inflection Point Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of May 2023, by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
FEE REDUCTION AGREEMENT August 20, 2024Fee Reduction Agreement • August 22nd, 2024 • Inflection Point Acquisition Corp. II • Blank checks
WHEREAS, pursuant to that certain Underwriting Agreement between Inflection Point Acquisition Corp. II, a Cayman Island exempted company (together with its present and future subsidiaries and affiliates and any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated May 24, 2023 (as it may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $13,100,000 as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333- 271128), and dated May 24, 2024. Capitalized terms used in this letter agreement (this “Agreement”) and not defined shall have their respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of
FORM OF MEMBER SUPPORT AGREEMENTForm of Member Support Agreement • August 22nd, 2024 • Inflection Point Acquisition Corp. II • Blank checks
This MEMBER SUPPORT AGREEMENT (this “Agreement”), is dated as of August 21, 2024, by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Supporting Members”) and USA Rare Earth, LLC, a Delaware limited liability company (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).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 22nd, 2024 • Inflection Point Acquisition Corp. II • Blank checks
This Sponsor Support Agreement (this “Agreement”) is dated as of August 21, 2024, by and among Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”), Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and USA Rare Earth, LLC, a Delaware limited liability company (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).
SECOND AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENTServices and Indemnification Agreement • August 14th, 2024 • Inflection Point Acquisition Corp. II • Blank checks • New York
This Second Amendment to Services and Indemnification Agreement, dated as of August 13, 2024 and effective as of April 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr. Ondishin”) and Kevin Shannon (“Mr. Shannon” and, together with the Company, the Sponsor, TVC and Mr. Ondishin, the “Parties” and each, a “Party”).
SECURITIES PURCHASE AGREEMENTRegistration Rights Agreement • August 22nd, 2024 • Inflection Point Acquisition Corp. II • Blank checks • Delaware
Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 13th, 2024 • Inflection Point Acquisition Corp. II • Blank checks
This AMENDMENT is made and entered into as of November 12, 2024 (this “Amendment”), by and between Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Purchaser”) and USA Rare Earth, LLC, a Delaware limited liability company (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).
THIRD AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENTServices and Indemnification Agreement • November 14th, 2024 • Inflection Point Acquisition Corp. II • Blank checks • New York
This Third Amendment to Services and Indemnification Agreement, dated as of November 1, 2024 and effective as of September 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr. Ondishin”) and Kevin Shannon (“Mr. Shannon” and, together with the Company, the Sponsor, TVC and Mr. Ondishin, the “Parties” and each, a “Party”).
AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENTServices and Indemnification Agreement • April 2nd, 2024 • Inflection Point Acquisition Corp. II • Blank checks • New York
This Amendment to Services and Indemnification Agreement, dated as of March 28, 2024 and effective as of January 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), Peter Ondishin (“Mr. Ondishin”) and Kevin Shannon (“Mr. Shannon” and, together with the Company, the Sponsor, TVC and Mr. Ondishin, the “Parties” and each, a “Party”).
Dated August 21, 2024 Business Combination AgreementRegistration Rights Agreement • August 22nd, 2024 • Inflection Point Acquisition Corp. II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 21, 2024, by and among (i) Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to Closing) (the “Purchaser”), (ii) IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Purchaser (“Merger Sub”) and (iii) USA Rare Earth, LLC, a Delaware limited liability company (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
