Material Agreement - Form 425

Item 1.01 Entry into a Material Definitive Agreement

Third Amendment to Services and Indemnification Agreement

On November 8, 2024, Inflection Point Acquisition Corp. II (the "Company" or "Inflection Point"), Inflection Point Holdings II LLC, Delaware limited liability company (the "Sponsor"), The Venture Collective LLC, an affiliate of our director Nicholas Shekerdemian ("TVC"), Peter Ondishin and Kevin Shannon entered into a third amendment (the "Third Amendment") to the Company's services and indemnification agreement, dated May 24, 2023, by and among the Company, the Sponsor, TVC, Mr. Ondishin and Mr. Shannon (as amended by the Amendment to Services and Indemnification Agreement, dated as of March 28, 2024, and the Second Amendment to Services and Indemnification Agreement, dated as of August 13, 2024, the "Services and Indemnification Agreement"), pursuant to which the Company received the services of Mr. Ondishin, as chief financial officer of the Company, and Kevin Shannon, as chief of the staff for the Company, in exchange for a monthly fee of $18,882.02 to TVC (the "Monthly Fee").

Pursuant to the Third Amendment, the parties agreed to reduce the Monthly Fee, effective as of September 1, 2024, from $18,882.02 to (i) $14,745.89 for the period from September 1, 2024 through October 31, 2024, and (ii) $7,372.94 for the period starting November 1, 2024. The remaining terms of the Services and Indemnification Agreement, including the services and indemnities provided thereto, are unchanged by the Third Amendment.

The foregoing summary of the Third Amendment is qualified in its entirety by reference to the Third Amendment, which is filed as Exhibit 10.1 herein, and is incorporated herein by reference.

Non-Redemption Agreements

As previously disclosed, Inflection Point has called an extraordinary general meeting of the Company to be held at 11:00 a.m. Eastern Time on November 18, 2024 (the "Meeting") for the purpose of considering and voting on, among other proposals, a proposal to approve, by way of special resolution, an amendment to Inflection Point's Amended and Restated Memorandum and Articles of Association (the "Articles") to extend the date by which Inflection Point has to consummate a business combination (the "Extension") from November 30, 2024 to August 21, 2025 (such earlier time as the directors may approve or such later time as the shareholders may approve in accordance with the Articles (the "Articles Extension Proposal").

On November 14, 2024, Inflection Point and Harraden Circle Investors LP and Harraden Circle Special Opportunities LP (collectively, "Harraden"), entered into a non-redemption agreement (the "Harraden Non-Redemption Agreement"). Pursuant to the Harraden Non-Redemption Agreement, Harraden agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 700,000 publicly-held Class A ordinary shares of Inflection Point ("Harraden Non-Redeemed Shares") in connection with the shareholder vote on the Articles Extension Proposal. In exchange for the foregoing commitment not to redeem the Harraden Non-Redeemed Shares, Inflection Point granted Harraden an option to enter into a forward purchase agreement (the "Harraden Forward Purchase Agreement") in connection with the closing of the Business Combination (the "Forward Purchase Option") with respect to up to 700,000 Class A ordinary shares of Inflection Point. Pursuant to the Forward Purchase Option, Harraden will have the right, but not the obligation, to enter into an over-the-counter Equity Prepaid Forward Transaction (a "Forward Purchase Transaction") with respect to up to 700,000 Class A ordinary shares of Inflection Point in connection with the closing of the proposed business combination (the "Business Combination") with USA Rare Earth, LLC, a Delaware limited liability.

Also on November 14, 2024, Inflection Point and L1 Capital Global Opportunities Master Fund ("L1") entered into a non-redemption agreement (the "L1 Non-Redemption Agreement" and, together with the Harraden Non-Redemption Agreement, the "Non-Redemption Agreements"). Pursuant to the L1 Non-Redemption Agreement, L1 agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 300,000 publicly-held Class A ordinary shares of Inflection Point ("L1 Non-Redeemed Shares") in connection with the shareholder vote on the Articles Extension Proposal. In exchange for the foregoing commitment not to redeem the L1 Non-Redeemed Shares, Inflection Point granted L1 an option to enter into a forward purchase agreement (the "L1 Forward Purchase Agreement" and together with the Harraden Forward Purchase Agreement the "Forward Purchase Agreements") which granted L1 a Forward Purchase Option with respect to up to 300,000 Class A ordinary shares of Inflection Point. Pursuant to the Forward Purchase Option, L1 will have the right, but not the obligation, to enter into a Forward Purchase Transaction with respect to up to 300,000 Class A ordinary shares of Inflection Point in connection with the closing of the Business Combination.

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