Exhibit 10.1


 


THIS
CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM,
SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.


 


INFLECTION
POINT ACQUISITION CORP.

CONVERTIBLE PROMISSORY NOTE


 


	Principal Amount:
    Not to Exceed $1,000,000	Dated as of August
    4, 2022
	(See Schedule A)	 


 


FOR
VALUE RECEIVED and subject to the terms and conditions set forth herein, Inflection Point Acquisition Corp., a Cayman Islands exempted
company (the “Maker”), promises to pay to the order of Inflection Point Holdings LLC or its registered assigns
or successors in interest (the “Payee”), or order, the principal balance as set forth on Schedule A
hereto in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect
all advances and readvances outstanding under this Note; provided that at no time shall the aggregate of all advances and readvances
outstanding under this Note exceed ONE MILLION Dollars ($1,000,000). Any advance hereunder shall be made by the Payee upon receipt of
a written request of the Maker, related to ongoing expenses reasonably related to the business of the Maker and the consummation of the
Business Combination (as defined below), and shall be set forth on Schedule A. Any advance hereunder shall only be made by the
Payee as, and to the extent, expenses are incurred or are reasonably expected to be incurred and the amounts of such advance shall be
used to pay or repay such expenses. All payments on this Note shall be made by check or wire transfer of immediately available funds
or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1.
Principal. All unpaid principal under this Note shall be due and payable in full on the earlier of (i) September 24, 2023 and (ii)
the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Maker and one or more businesses (the “Business Combination”) (such earlier date, the “Maturity
Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount
to date under this Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however,
that Payee shall have a right to first convert such principal balance pursuant to Section 5 below upon notice of such prepayment.


 


2.
Interest. No interest shall accrue on the unpaid balance of this Note.


 


3.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


4.
Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):


 


(a)
Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5)
business days after the date specified above or issue warrants pursuant to Section 5 hereof, if so elected by the Payee.


 




     


     


    

  


(b)
Voluntary Bankruptcy, Failure to Consummate a Business Combination; Liquidation of Trust Account, Etc. The commencement by the
Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors,
or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance
of any of the foregoing, or in the event the Company does not consummate a business combination within the timeframe required by its
charter (as may be amended by a shareholder vote) or the Company’s trust account is liquidated.


 


(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of
sixty (60) consecutive days.


 


5.
Conversion 


 


(a)
Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this
Note (or any portion thereof), up to $1,000,000 in the aggregate, may be converted into warrants to purchase Class A ordinary shares
of the Maker (“Ordinary Shares”) at a conversion price (the “Conversion Price”)
equal to $1.00 per warrant (“Warrants”). If the Payee elects such conversion, the terms of such Warrants issued
in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on September
24, 2021 (the “Private Placement Warrants”) in connection with the Maker’s initial public offering that
closed on September 24, 2021 (the “IPO”); provided, however, that the Warrants shall not be subject
to forfeiture in connection with the Business Combination and that each Warrant shall entitle the holder thereof to purchase Ordinary
Share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants made after the date
of issuance of the Private Placement Warrants. Before this Note may be converted under this Section 5(a), the Payee shall surrender
this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to be converted
and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of
such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close
of business on the date of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion
shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall
include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and the Ordinary
Shares issuable upon exercise of the Warrants shall constitute “Registrable Securities” pursuant to that certain Registration
Rights Agreement, dated September 21, 2021, among the Maker, the Payee and certain other security holders named therein.


 


(b)
Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to
remain outstanding and to be subject to the conditions of this Note.


 


(c)
Fractional Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any
fractional Warrants to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained
by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this
Note in full and the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further
action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note.


 


6.
Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 




    2


     


    

 


(b)
Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note,
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of the Payee.


 


7.
Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker
agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued
hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.


 


8.
Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by
the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 


9.
Notices. All notices, statements or other documents that are required or contemplated by this Note shall be in writing and delivered
(i) personally or sent by first class registered or certified mail, overnight courier service to the address designated to Inflection
Point Holdings LLC, Attention: Managing Member, 34 East 51st Street, 5th Floor, New York, New York 10022. Any notice
or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally; one (1) business
day after delivery to an overnight courier service; or five (5) days after mailing if sent by first class registered or certified mail.


 


10.
Construction. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED WITHIN THE STATE OF NEW YORK.


 


11.
Severability. Any provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of
the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the
Private Placement Warrants were deposited, as described in greater detail in the registration statement and prospectus filed with the
U.S. Securities and Exchange Commission in connection with the IPO on September 23, 2021, as amended, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.


 


14.
Successors and Assigns. Subject to the restrictions on transfer in Sections 15 and 16 below, the rights and obligations
of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees
of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void.


 




    3


     


    

 


15.
Transfer of this Note or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or securities
into which this Note may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner
thereof, together with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written
opinion reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that
such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and
(ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to
be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other
evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or
otherwise dispose of this Note or such securities, all in accordance with the terms of the note delivered to the Maker. If a determination
has been made pursuant to this Section 15 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment
from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination
has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure
compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance
with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject
to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf
of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as
the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever,
whether or not this Note shall be overdue and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted
Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants under
the Letter Agreement, dated September 21, 2021, among the Maker, the Payee and the other parties thereto.


 


16.
Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view
to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial
risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear
the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.


 


[Signature
Page Follows]


 




    4


     


    

 


IN
WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as
of the day and year first above written.


 


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


 


Acknowledged
and agreed as of the date first above written.


 


Inflection
Point Holdings LLC


 


	By:	Kingstown Capital Management,

 L.P.,
    its manager	 
	 	 	 
	By:	Kingstown Management GP LLC, general partner of Kingstown
    Management, L.P.	 
	 	 	 
	By:	/s/ Michael Blitzer	 
	Name: 	Michael Blitzer	 
	Title:	Managing Member	 




 


[Signature Page to Convertible Promissory Note]


 






     


     


    

 


SCHEDULE
A


 


Subject
to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall
be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.


 


	Date	 	Drawing	 	Description	 	Principal
                                            Undrawn

    Balance
	 
	[●]	 	$[●]	 	 Additional
    Expenses	 	$[●]