0001213900-26-096744 Sample Contracts
UNDERWRITING AGREEMENT between INFLECTION POINT ACQUISITION CORP. VIII and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC (“CCM”) As Representative of the Underwriters Dated: August 27, 2026Underwriting Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks • New York
The undersigned, Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the (“Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM” 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 CCM is listed on such Schedule A, any references to Underwriters shall refer exclusively to CCM) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 27, 2026, is made and entered into by and among Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”), Inflection Point Holdings VIII LLC, a Delaware limited liability company (the “Sponsor”), and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Inflection Point Acquisition Corp. VIII (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _____________, 2026 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 27, 2026, is by and between Inflection Point Acquisition Corp. VIII, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2026, by and between INFLECTION POINT ACQUISITION CORP. VIII, a Cayman Islands exempted company (the “Company”), and ___________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 27, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”), Inflection Point Holdings VIII LLC, a Delaware limited liability company (the “Purchaser”), and, solely with respect to Section 6, Inflection Point Fund I, LP, a Delaware limited partnership (“IPF”).
Inflection Point Acquisition Corp. VIII Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • 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. VIII, a Cayman Islands exempted company (the “Company”), and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC, 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 28,750,000 of the Company’s units (including up to 3,750,000 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 sh
INFLECTION POINT ACQUISITION CORP. VIIIServices and Indemnification Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks
This services and indemnification agreement (this “Agreement”) is being entered into by and among Inflection Point Acquisition Corp. VIII (the “Company”), Inflection Point Holdings VIII LLC (the “Sponsor”) and Inflection Point Asset Management LLC, an affiliate of the Sponsor and certain directors and executive officers of the Company (“IPAM”), as of the date hereof, to confirm our agreement that:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 2nd, 2026 • Inflection Point Acquisition Corp. VIII • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 27th day of August 2026, by and between Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”) and Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC ("Cohen & Co." or the “Subscriber”).