SECURITIES PURCHASE AGREEMENTSecurities Purchase 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).
Dated August 21, 2024 Business Combination AgreementBusiness Combination 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.”
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 AGREEMENTMember 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).
