ContractIntuitive Machines, Inc. • September 6th, 2023 • Search, detection, navagation, guidance, aeronautical sys
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2023, between Intuitive Machines, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 21, 2021 by and between Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Inflection Point Acquisition Corp. 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 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 AGREEMENTIndemnity 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 24th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 21, 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”).
NEW SERIES B COMMON STOCK PURCHASE WARRANT INTUITIVE MACHINES, INC.Intuitive Machines, Inc. • January 11th, 2024 • Search, detection, navagation, guidance, aeronautical sys • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date on which final Stockholder Approval (as defined in that certain letter agreement, dated as of January 10, 2023, by and between Intuitive Machines, Inc., a Delaware corporation (the “Company”), and the Holder, including following expiration of any waiting period required pursuant to Section 14C of the Securities Exchange Act of 1934, as amended) is received by the Company (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is 18 months after the Initial Exercise Date (provided, that if such date is not a Trading Day, then the immediately following Trading Day) (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Compan
Inflection Point Acquisition Corp. 30,000,000 Units UNDERWRITING AGREEMENTInflection Point Acquisition Corp. • August 20th, 2021 • 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
Inflection Point Acquisition Corp. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 24th, 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-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
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 14th, 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.
Inflection Point Acquisition Corp. 34 East 51st Street, 5th Floor New York, New York 10022Inflection Point Acquisition Corp. • March 19th, 2021 • 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 • September 24th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 21, 2021, by and between Inflection Point Acquisition Corp., a Cayman Islands corporation (the “Company”), and 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
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 16th, 2022 • Inflection Point Acquisition Corp. • Blank checks • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of September 16, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction, but only from and after the closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by that certain Business Combination Agreement, dated as of September 16, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “BCA”), by and between the Company and Intuitive Machines, LLC, a Texas limited liability company (“Intuitive Machines”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 6th, 2023 • Intuitive Machines, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30 2023, between Intuitive Machines, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2022 • Inflection Point Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to “Company” shall also include any successor entity to the Company following the Business Combination (as defined below), but only from and after the closing of such Business Combination, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Business Combination Agreement, dated as of September 16, 2022 (as may be amended, supplemented or otherwise modified from time to time), by and between the Company and Intuitive Machines, LLC, such transactions being referred to herein as the “Business Combination.”
SERIES B COMMON STOCK PURCHASE WARRANT INTUITIVE MACHINES, INC.Intuitive Machines, Inc. • January 30th, 2024 • Search, detection, navagation, guidance, aeronautical sys • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ghaffarian Enterprises, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 29, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intuitive Machines, Inc., a Delaware corporation (the “Company”), up to an aggregate of 4,150,780 shares (as subject to adjustment hereunder, the “Warrant Shares”) of, at the election of the Holder, the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), the Company’s Class C common stock, par value $0.0001 per share (“Class C Common Stock” and, together with Class A Common Stock, “Common Stock”) or a combination thereof. The purchase price of one share of Common Stock under this Warra
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 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 • May 7th, 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”).
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 14th, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2022 • Inflection Point Acquisition Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 16, 2022, by and among Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”), Intuitive Machines, LLC, a Texas limited liability company (the “Target”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • September 24th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 21, 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”).
SERIES A COMMON UNIT PURCHASE WARRANT INTUITIVE MACHINES, LLCIntuitive Machines, Inc. • January 30th, 2024 • Search, detection, navagation, guidance, aeronautical sys • New York
THIS COMMON UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ghaffarian Enterprises, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 29, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intuitive Machines, LLC, a Delaware limited liability company (the “Company”), up to 4,150,780 of the Company’s common units (the “Common Units” and the Common Units purchased pursuant to this Warrant, as subject to adjustment hereunder, the “Warrant Units”). The purchase price of one Common Unit under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Inflection Point Acquisition Corp. New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 21st, 2022 • Inflection Point Acquisition Corp. • Blank checks • New York
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 the underwritten initial public offering (the “Public Offering”), of 32,975,000 (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 (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and
CLASS A COMMON STOCK PURCHASE WARRANT INTUITIVE MACHINES, INC.Inflection Point Acquisition Corp. • September 16th, 2022 • Blank checks
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 202[●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intuitive Machines, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A common stock, par value $[●] per share, of the Company (the “Class A Common Stock”). The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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 14th, 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.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants 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”).
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: [Seller] (“Seller”) Re:...Inflection Point Acquisition Corp. • February 10th, 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.
INFLECTION POINT ACQUISITION CORP. New York, NY 10022Letter Agreement • August 20th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Inflection Point Acquisition Corp. (the “Company”) and Kingstown Capital Management L.P. (“KCM”), 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”):
INFLECTION POINT ACQUISITION CORP. New York, NY 10022Letter 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”):
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 14th, 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.
TERMINATION AGREEMENTTermination Agreement • December 1st, 2022 • Inflection Point Acquisition Corp. • Search, detection, navagation, guidance, aeronautical sys • New York
This Termination Agreement, dated as of November 30, 2022 (the “Termination Agreement”), by and between Inflection Point Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Kingstown 1740 Fund, L.P. a Delaware limited partnership (“Kingstown 1740”) and Kingfishers L.P., a Delaware limited partnership (collectively the “Purchaser” and together with the Company the “Parties” and each, a “Party”).
INFLECTION POINT ACQUISITION CORP. New York, NY 10022Letter Agreement • September 24th, 2021 • Inflection Point Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Inflection Point Acquisition Corp. (the “Company”) and Kingstown Capital Management L.P. (“KCM”), 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”):
MEMBER VOTING AND SUPPORT AGREEMENTMember Voting and Support Agreement • September 16th, 2022 • Inflection Point Acquisition Corp. • Blank checks
This MEMBER VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of September 16, 2022, by and among Inflection Point Acquisition Corp., 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 “Founders”) and Intuitive Machines, LLC, a Texas limited liability company (which shall convert into a Delaware limited liability company in connection with the Transactions) (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).
