THIRD AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENT

Exhibit 10.1

 

THIRD AMENDMENT TO SERVICES AND INDEMNIFICATION AGREEMENT

 

This Third Amendment to Services and Indemnification Agreement, dated as of November 1, 2024 and effective as of September 1, 2024 (this “Amendment”), by and among Inflection Point Acquisition Corp. II (the “Company”), Inflection Point Holdings II LLC (the “Sponsor”), The Venture Collective LLC (“TVC”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇▇”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇” and, together with the Company, the Sponsor, TVC and ▇▇. ▇▇▇▇▇▇▇▇, the “Parties” and each, a “Party”).

 

WHEREAS, the Parties entered into a Services and Indemnification Agreement, dated as of May 24, 2023, as amended by the Amendment to Services and Indemnification Agreement dated August 9, 2024, and effective as of April 1, 2024 (the “Agreement”);

 

WHEREAS, the Parties desire to further amend the Agreement to reduce the monthly fee paid to TVC, effective September 1, 2024, from $18,882.02 to $14,745.89, and subsequently reduce the fee to $7,372.94, effective November 1, 2024;

 

WHEREAS, the Parties may amend the Agreement by mutual written consent of the Parties.

 

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. Definitions. Capitalized terms used but not defined in this Amendment have the respective meanings assigned to them in the Agreement.

 

2. Amendment of the Agreement. Subject to the terms and conditions of this Amendment, the Agreement is hereby amended, effective as of September 1, 2024, to reduce the monthly fee stated in Section 1 of the Agreement from $18,882.02 to $14,745.89 starting September 1, 2024, and from $14,745.89 to $7,372.94 starting November 1, 2024.

 

3. Miscellaneous.

 

(a) Affirmations. Each of the Parties hereby (i) affirms the terms of the Agreement as modified by this Amendment, and (ii) agrees that the terms and conditions of the Agreement as modified by this Amendment shall continue in full force and effect.

 

(b) Entire Agreement. This Amendment, together with the Agreement and any documents, instruments and writings that are delivered pursuant hereto or thereto or referenced herein or therein, constitutes the entire agreement and understanding of the Parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

(c) Counterparts. This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

 

(d) Headings. The section headings contained in this Amendment are inserted for convenience only and will not affect in any way the meaning or interpretation of this Amendment.

 

(e) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state, without regards to the conflicts of laws principles thereof.

 

[Signature pages follow]

 

 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

 

	INFLECTION POINT ACQUISITION CORP. II
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Chairman and CEO
	INFLECTION POINT HOLDINGS II LLC
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Managing Member
	THE VENTURE COLLECTIVE LLC
	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
	Title:	Founding Partner
	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇▇▇ ▇▇▇▇▇▇▇

 

[Signature Page to Second Amendment to Services and Indemnification Agreement]