Exhibit 10.6 


 


FORWARD PURCHASE AGREEMENT


 


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”).


 


Recitals


 


WHEREAS, the Company was incorporated for the
purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1, as amended (the “Registration
Statement”), for its initial public offering (“IPO”) of 30,000,000 units (or 34,500,000 units
if the underwriters’ over-allotment option (the “IPO Option”) is exercised in full) (the “Public
Units”) at a price of $10.00 per Public Unit, each Public Unit comprised of one Class A ordinary share of the Company, par
value $0.0001 per share (the “Class A Shares,” and the Class A Shares included in the Public Units, the “Public
Shares”), and one-half of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class
A Share at an exercise price of $11.50 per share (the “Warrants,” and the Warrants included in the Public Units,
the “Public Warrants”);


 


WHEREAS, the Company’s sponsor, Inflection
Point Holdings LLC, has agreed to purchase an aggregate of 6,250,000 warrants (or 7,150,000 warrants if the IPO Option is exercised in
full) at a price of $1.00 per warrant in a private placement that will close simultaneously with the closing of the IPO (the “Private
Placement Warrants”);


 


WHEREAS, following the closing of the IPO (the
“IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties wish to enter into this Agreement,
pursuant to which, concurrently with the closing of the Company’s initial Business Combination (the “Business Combination
Closing”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on a private
placement basis, the number of Class A Shares (each, a “Forward Purchase Share”), on the terms and conditions
set forth herein;


 


WHEREAS, proceeds from the IPO and the sale of
the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account
for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration
Statement; and


 


WHEREAS, the amounts available to the Company
from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the
Company in connection with the Business Combination (the “Available Cash”), together with the proceeds from
the sale of the Forward Purchase Shares, will be used to satisfy the cash requirements of the Business Combination, including funding
the purchase price and paying expenses and retaining amounts specified in the definitive agreement for the Business Combination to be
retained for use by the post-Business Combination company for working capital or other purposes (the “Cash Requirements”);


 






    


     


    

 


NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


1. Sale and Purchase.


 


(a) Forward Purchase Shares.


 


(i) Subject to the terms and
conditions hereof, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to a maximum
of 5,000,000 Forward Purchase Shares (the “Maximum Shares”) for a purchase price of $10.00 per Forward Purchase
Shares (the “Forward Purchase Price”), or up to a maximum of $50,000,000 in the aggregate.


 


(ii) The number of Forward
Purchase Shares to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined as follows:


 


(A) As
soon as reasonably practicable, but at least ten (10) Business Days prior to the Business Combination Closing, the Company shall provide
the Purchaser with notice (the “Initial Company Notice”) of the number of Forward Purchase Shares that it desires
the Purchaser to purchase pursuant to this Agreement, which shall be equal to its good faith estimate of that number which, after payment
of the aggregate Forward Purchase Price by the Purchaser, will result in gross proceeds to the Company equal to the amount of funds necessary
for the Company to satisfy the Cash Requirements less the Available Cash; provided, however, that such number shall in no event exceed
the Maximum Shares. and provided, further, that, notwithstanding the foregoing, the Purchaser shall in any event have the option to purchase
up to the Maximum Shares. Following delivery of the Initial Company Notice, the Company shall provide the Purchaser with such other information
as the Purchaser (or any applicable Transferee pursuant to Section 4(b) hereof) may reasonably request so that the Purchaser (or
such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase Shares hereunder.


 


(B) Within
five (5) Business Days after receipt of the Initial Company Notice, the Purchaser shall provide the Company with notice (the “Initial
Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase Shares it wishes to
purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Shares, which notice shall constitute the binding obligation
of the Purchaser to purchase such number of Forward Purchase Shares, subject to the terms and conditions of this Agreement.


 


(iii) At least two (2) Business
Days before the Business Combination Closing, the Company shall provide the Purchaser with an updated notice (the “Final Company
Notice”) including:


 


(A) its
determination, based on the actual number of Public Shares validly submitted for redemption or other changes in the Cash Requirements,
of the number of Forward Purchase Shares that it desires the Purchaser to purchase pursuant to this Agreement;


 


(B) the
anticipated date of the Business Combination Closing; and


 


(C) instructions
for wiring the Forward Purchase Price.


 


(iv) At least one (1) Business
Day before the Business Combination Closing, the Purchaser shall provide the Company with an updated notice (the “Final Purchaser
Notice”) of the number of Forward Purchase Shares it will be obligated to purchase pursuant to this Agreement, with no further
notification or confirmation necessary from the Company, which number shall not be less than the lesser of (A) the number of Forward Purchase
Shares that the Purchaser was obligated to purchase pursuant to Section 1(a)(ii) as indicated in the Initial Purchaser Notice and
(B) the number of Forward Purchase Shares that the Company desires the Purchaser to purchase as specified in the Final Company Notice.


 


(v) The closing of the sale
of Forward Purchase Shares (the “Forward Closing”) shall be held on the same date and concurrently with the
Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least one (1) Business
Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for the Forward Purchase
Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice to be held
in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price
shall be released from escrow automatically and without further action by the Company or the Purchaser, and (ii) upon such release, the
Company shall issue the Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions
whatsoever (other than those arising under state or federal securities laws), registered in the name of the Purchaser (or its nominee
in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business
Combination Closing does not occur within five (5) Business Days of the date scheduled for closing, the Forward Closing shall not occur
and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser.
For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither
a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close or be closed
in the City of New York, New York; provided, however, for clarification, commercial banks in the City of New York shall not be deemed
to be authorized or required by law or regulation to close or be closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in the City of New York are open for use by customers on such day.


 






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(b) Legends. Each
register and book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward
Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


2. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Organization and Power.
The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all
requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights (as defined below) may be limited by applicable federal or state securities laws.


 


(c) Governmental Consents
and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with,
any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the
transactions contemplated by this Agreement.


 


(d) Compliance with Other
Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the
transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents,
(ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture
or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is
a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in
each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions
contemplated by this Agreement.


 


(e) Purchase Entirely
for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which
by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Shares to be acquired by
the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present
intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement,
the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any
Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Shares.
For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency
thereof.


 






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(f) Disclosure of Information.
The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions
of the offering of the Forward Purchase Shares, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g) Restricted Securities.
The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered
under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from
the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares
are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the
Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities,
or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no
obligation to register or qualify the Forward Purchase Shares, except for the Registration Rights. The Purchaser further acknowledges
that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company
which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
acknowledges that the Company filed the Registration Statement for its proposed IPO. The Purchaser understands that the offering of the
Forward Purchase Shares is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection
of Section 11 of the Securities Act with respect to the Forward Purchase Shares.


 


(h) No Public Market.
The Purchaser understands that no public market now exists for the Forward Purchase Shares, and that the Company has made no assurances
that a public market will ever exist for the Forward Purchase Shares.


 


(i) High Degree of Risk.
The Purchaser understands that its agreement to purchase the Forward Purchase Shares involves a high degree of risk which could cause
the Purchaser to lose all or part of its investment.


 


(j) Accredited Investor.
The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k) No General Solicitation.
Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners has either directly or indirectly,
including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with
the offer and sale of the Forward Purchase Shares.


 


(l) Residence. The
Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on the signature
page hereof.


 


(m) Non-Public Information.
The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating
to the Company.


 


(n) Adequacy of Financing.
At the time of the Forward Closing, the Purchaser will have available to it sufficient funds to satisfy its obligations under this Agreement.


 






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(o) No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any
certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of
the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other
express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any
such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3
of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they
are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or
any of the Company’s affiliates (collectively, the “Company Parties”).


 


3. Representations and Warranties of the Company.
The Company represents and warrants to the Purchaser as follows:


 


(a) Incorporation and
Corporate Power. The Company is an exempted company duly incorporated and is validly existing as an exempted company in good standing
under the laws of Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and
as proposed to be conducted. The Company has no subsidiaries.


 


(b) Capitalization.
On the date hereof, the authorized share capital of the Company consists of:


 


(i) 500,000,000 Class A Shares,
none of which are issued and outstanding.


 


(ii) 50,000,000 Class B ordinary
shares of the Company, par value $0.0001 per shares (the “Class B Shares”), 8,625,000 of which are issued and
outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance
with all applicable federal and state securities laws.


 


(iii) 5,000,000 preference
shares of the Company, none of which are issued and outstanding.


 


(c) Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company
to enter into this Agreement, and to issue the Forward Purchase Shares at the Forward Closing has been taken or will be taken prior to
the Forward Closing. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and
delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Forward Closing,
and the issuance and delivery of the Forward Purchase Shares has been taken or will be taken prior to the Forward Closing. This Agreement,
when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against
the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the
extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.


 


(d) Valid Issuance of
Shares. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth
in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights,
taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer
specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser.
Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e)
below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.


 


(e) Governmental Consents
and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, if any, and pursuant to the Registration
Rights.


 






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(f) Compliance with Other
Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in any violation or default (i) of any provisions of the Company’s Memorandum and Articles of Association,
bylaws or other governing documents of the Company, as they may be amended from time to time, (ii) of any instrument, judgment, order,
writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company
is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by
which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other
than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated
by this Agreement.


 


(g) Operations. As
of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than
organizational activities and activities in connection with offerings of its securities.


 


(h) No General Solicitation.
Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including,
through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and
sale of the Forward Purchase Shares.


 


(i) No Other Representations
and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any
certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express
or implied representation or warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination,
and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company
Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser
Parties.


 


4. Registration Rights; Transfer.


 


(a) Registration Rights.
The Purchaser shall be granted registration rights by the Company with respect to the Forward Purchase Shares pursuant to a registration
rights agreement to be entered into with the Company, a form of which has been filed with the registration statement relating to the Company’s
IPO (the “Registration Rights”).


 


(b) Transfer. This
Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the
Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates
of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment:


 


(i) the applicable Transferee
shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder
Agreement”), which shall reflect the number of Forward Purchase Shares to be purchased by such Transferee (the “Transferee
Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser
hereunder with respect to the Transferee Securities, and references herein to the “Purchaser” shall be deemed
to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations,
warranties, covenants and agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the
Purchaser or any such Transferee, as applicable, as to itself only; and


 


(ii) upon a Transferee’s
execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares to be purchased by the Purchaser hereunder shall
be reduced by the total number of Forward Purchase Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder
Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer
and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares”
on the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully
and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement
need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended
and updated and executed by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.


 






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5. Additional Agreements, Acknowledgements
and Waivers of the Purchaser.


 


(a) Lock-up; Transfer
Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares until 30 days after the completion of the
initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Shares are permitted (any such transferees,
the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members
of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser; (B) in the case
of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of
individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified
domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Business Combination at prices
no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s liquidation prior
to the completion of a Business Combination; (G) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares
for cash, securities or other property subsequent to the completion of a Business Combination; (H) as a distribution to limited partners,
members or shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or
managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate
of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer
would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws
of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant
to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these
Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer”
shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to
purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated
thereunder) with respect to, any of the Forward Purchase Shares (excluding any pledges in the ordinary course of business for bona fide
financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Shares, whether any such transaction
is to be settled by delivery of such Forward Purchase Shares, in cash or otherwise, or (z) public announcement of any intention to effect
any transaction specified in clause (x) or (y).


 


(b) Cut Back. Notwithstanding
anything else provided herein, the Company has the right, in its sole discretion, to cut back the amount of Forward Purchase Shares which
the Purchaser may purchase hereunder at any time.


 


(c) Trust Account.


 


(i) The Purchaser hereby acknowledges
that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders upon the IPO Closing. The
Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and
liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(ii) The Purchaser hereby
agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to,
or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may
have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely
against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for
redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 






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6. Nasdaq Listing. The Company will use
commercially reasonable efforts to effect the listing of the Class A Shares and Public Warrants on The Nasdaq Capital Market (“Nasdaq”)
(or another national securities exchange) at the time of the Business Combination Closing.


 


7. Forward Closing Conditions.


 


(a) The obligation of the
Purchaser to purchase the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment, at
or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be
waived by the Purchaser:


 


(i) The Business Combination
shall be consummated substantially concurrently with the purchase of the Forward Purchase Shares;


 


(ii) The Purchaser and any
applicable Transferee shall have obtained the approval of its respective investment committee to consummate the purchase of the Forward
Purchase Shares hereunder;


 


(iii) The Company shall have
delivered to the Purchaser a certificate evidencing the Company’s good standing under the laws of its jurisdiction of organization;


 


(iv) The representations and
warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall
be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties
had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date,
which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material
adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


 


(v) The Company shall have
performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to
be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 


(vi) No order, writ, judgment,
injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority
or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the
purchase by the Purchaser of the Forward Purchase Shares.


 


(b) The obligation of the
Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior
to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by
the Company:


 


(i) The Business Combination
shall be consummated substantially concurrently with the purchase of Forward Purchase Shares;


 


(ii) The representations and
warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and
shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties
had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date,
which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material
adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii) The Purchaser shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 


(iv) No order, writ, judgment,
injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority
or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the
purchase by the Purchaser of the Forward Purchase Shares.


 






    8 


     


    

 


8. Termination. This Agreement may be terminated
at any time prior to the Forward Closing:


 


(a) by mutual written consent
of the Company and the Purchaser;


 


(b) automatically


 


(i) if the IPO is not consummated
on or prior to twelve months from the date of this Agreement; or


 


(ii) if the Business Combination
is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the Company’s shareholders.


 


In the event of any termination
of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and
all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall
forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective
directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease;
provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out
of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 


9. General Provisions.


 


(a) Notices. All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier
of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any)
during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business
Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or
(iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day
delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Inflection Point Acquisition
Corp., 34 East 51st Street, Fifth Floor, New York, New York 10022, Attn: Michael Blitzer, Co-Chief Executive Officer and Director, email:
blitzer@kingstowncapital.com, with a copy to the Company’s counsel at: White & Case LLP, 1221 6th Avenue New York, New York
10020, Attn: Joel Rubinstein, Esq., email: joel.rubinstein@whitecase.com.


 


All communications to the Purchaser shall be sent
to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address
as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b) No Finder’s
Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The
Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 


(c) Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing.


 






    9 


     


    

 


(d) Entire Agreement.
This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, 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.


 


(e) Successors. All
of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the
benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments. Except
as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party.


 


(g) Counterparts.
This Agreement 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.


 


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


 


(i) Governing Law.
This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort,
statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles.


 


(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this
Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k) Waiver of Jury Trial.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


 


(l) Amendments. This
Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Company and
the Purchaser.


 


(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any party
hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power
to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases,
and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses. Each
of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance
of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and
all of The Depository Trust Company’s fees associated with the issuance of the Forward Purchase Shares and the securities issuable
upon conversion or exercise of the Forward Purchase Shares.


 






    10 


     


    

 


(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or
covenant.


 


(p) Waiver. No waiver
by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be
deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way
any rights arising because of any prior or subsequent occurrence.


 


(q) Specific Performance.
The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser
in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.


 


[Signature Page Follows]


 






    11 


     


    

 


IN WITNESS WHEREOF, the undersigned have executed this Agreement
to be effective as of the date first set forth above.


 


	PURCHASER:	 
	 	 
	KINGSTOWN 1740 FUND L.P.	 
	 	 
	By:	/s/ Michael Blitzer	 
	Name:	Michael Blitzer	 
	Title:	Managing Partner	 
	 	 
	Address for Notices: 34 East 51st Street, 5th	 
	Floor New York NY 10022 USA	 
	 	 
	E-mail: blitzer@kingstowncapital.com	 
	 	 
	KINGFISHERS L.P.	 
	 	 
	By:	/s/ Michael Blitzer                                	 
	Name:	Michael Blitzer	 
	Title:	Managing Partner	 
	 	 
	Address for Notices: 34 East 51st Street, 5th	 
	Floor New York NY 10022 USA	 
	 	 
	E-mail: blitzer@kingstowncapital.com	 



 


	COMPANY:	 
	 	 
	INFLECTION POINT ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Michael Blitzer                       	 
	Name:	Michael Blitzer	 
	Title:	Co-Chief Executive Officer and Director	 




 






    12 


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION
IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE SHARES” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE
SHARES” SET FORTH BELOW


 


	Number of Forward Purchase Shares:	 	 	 
	Aggregate Purchase Price for Forward Purchase Shares:	 	$	 	 



 


Number of Forward Purchase Shares and Aggregate
Purchase Price for Forward Purchase Shares as of [●], 2021, accepted and agreed to as of this day of [●], 2021.


 


	 	[   ]
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 
	 	 
	 	INFLECTION POINT ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 



 






    13 


     


    

 


SCHEDULE A


 


SCHEDULE OF TRANSFERS OF FORWARD PURCHASE SHARES


 


The following transfers of a portion of the original number of Forward
Purchase Shares have been made:


 


	Date of Transfer	 	 	Transferee	 	 	
    Number of Forward



    Purchase Shares



    Transferred
	 	 	
    Purchaser Revised



    Forward Purchase



    Shares Amount
	 
	 	                    	 	 	 	                  	 	 	 	                   	 	 	 	                     	 


 


TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL
DETERMINATION OF FORWARD PURCHASE SHARES:


 


Schedule A as of [●], 2021, accepted and agreed to as of this
day of [●], 2021 by:


 


	[   ]	 	INFLECTION POINT ACQUISITION CORP.
	 	 	 	 	 
	By:	      	 	By:	                     
	Name: 	 	 	Name: 	 
	Title:	 	 	Title:	 


 


 


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