INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 15th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of _________, 2023 by and between Intuitive Machines, Inc., a Delaware corporation (the “Company”), and _________, [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
TAX RECEIVABLE AGREEMENT by and among INTUITIVE MACHINES, INC. INTUITIVE MACHINES, LLC THE TRA PARTIES and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated as of February 13, 2023Tax Receivable Agreement • February 15th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 13, 2023, is hereby entered into by and among Intuitive Machines, Inc., a Delaware corporation (the “Corporation”), Intuitive Machines, LLC, a Delaware limited liability company (“Parent”), and each of the TRA Parties (as defined below).
Date: February 9, 2023 To: Inflection Point Acquisition Corp., a Cayman Islands exempted company (“Counterparty”) and Intuitive Machines, LLC, a Texas limited liability company (the “Target”). Address: 3700 Bay Area Blvd. Houston, TX 77058 From: Polar...Intuitive Machines, Inc. • February 15th, 2023 • Search, detection, navagation, guidance, aeronautical sys
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 15th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as of [ ], 202[ _], and is made by and between Intuitive Machines, Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page to this Agreement (“Grantee”). Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Intuitive Machines, Inc. 2023 Omnibus Long Term Incentive Plan, as amended from time to time.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 13, 2023Limited Liability Company Agreement • February 15th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, together with all schedules, exhibits and annexes hereto, this “Agreement”) of Intuitive Machines, LLC, a Delaware limited liability company (the “Company”), dated as of February 13, 2023, is entered into by and among the Company, Intuitive Machines, Inc., a Delaware corporation (the “Corporation”), in its capacity as a Member and the sole managing member of the Company, each of the other Members (as defined herein), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 13, 2023, is made and entered into by and among Intuitive Machines, Inc., a Delaware corporation (formerly known as Inflection Point Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to the Domestication (as defined herein)) (the “Company”), Inflection Point Holdings LLC, a Cayman Islands 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”), and each of the undersigned parties listed on the signature page hereto under “Intuitive Holders” (the “Intuitive Holders” and each such party, together with the Sponsor, the Sponsor Holders, and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively the “Holders”).
LOCK-UP AGREEMENTLock-Up Agreement • February 15th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of February 13, 2023, is made and entered into by and among Intuitive Machines, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), Inflection Point Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), and Michael Blitzer (Michael Blitzer, the Sponsor and 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).
LOCK-UP AGREEMENTLock-Up Agreement • February 15th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of February 13, 2023, is made and entered into by and among Intuitive Machines, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp., a Cayman Islands exempted company limited by shares, 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).
