Inflection Point Acquisition Corp. 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 30,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section
INDEMNITY AGREEMENTIndemnification Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between INFLECTION POINT ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
Inflection Point Acquisition Corp. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • 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., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., 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 34,500,000 of the Company’s units (including up to 4,500,000 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-third 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 Prospectu
Inflection Point Acquisition Corp. 34 East 51st Street, 5th Floor New York, New York 10022Securities Subscription Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
Inflection Point Acquisition Corp. a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Inflection Point Holdings LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 7,187,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 937,500 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 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:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March [●], 2021, by and between Inflection Point Acquisition Corp., a Cayman Islands corporation (the “Company”), and Kingstown Partners Master Ltd., a Cayman Islands limited liability company, Kingstown Partners II, L.P., a Delaware limited partnership, Kingstown 1740 Fund, L.P. a Delaware limited partnership and Kingfishers L.P., a Delaware limited partnership (collectively the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (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 LLC, a Cayman Islands limited liability company (the “Purchaser”).
INFLECTION POINT ACQUISITION CORP. New York, NY 10022Administrative Services Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Inflection Point Acquisition Corp. (the “Company”) and Inflection Point Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”), Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
WARRANT AGREEMENTWarrant Agreement • March 19th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Inflection Point Acquisition Corp., 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”).
