Browse EX-10 agreements

INDEMNITY AGREEMENT

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”).

RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  

PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated as of May 7, 2026

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 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”).

RECITALS

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WHEREAS, the Company has 9,583,333 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,250,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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INFLECTION POINT ACQUISITION CORP. VIII

1680 Michigan Avenue Suite 700 #1032
Miami Beach, FL 33139

[●], 2026

Inflection Point Holdings VIII LLC

1680 Michigan Avenue Suite 700 #1032
Miami Beach, FL 33139

Inflection Point Asset Management LLC

1680 Michigan Avenue Suite 700 #1032
Miami Beach, FL 33139

Re: Services and Indemnification Agreement

Ladies and Gentlemen:

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:

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[●], 2026

Inflection Point Acquisition Corp. VIII

1680 Michigan Avenue, Suite 700 #1032
Miami Beach, FL 33139

Re: Initial Public Offering

Ladies and Gentlemen:

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

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ___________, 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2026 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 (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 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”).

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 3,000,000 warrants (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in connect

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INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between JATT III Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between JATT III Acquisition Corp (the “Company”), and Odyssey Transfer and Trust Company1, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”) (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”) named therein; and

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[●], 2026

JATT III Acquisition Corp

153 Central Avenue

C/O 56

Westfield, NJ 07091

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between JATT III Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Guggenheim Securities, LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 6,900,000 of the Company’s ordinary shares, par value $0.0001 per share (including up to 900,000 shares that may be purchased to cover over-allotments, if any) (the “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities an

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: Up to $300,000	Dated as of June 9, 2026

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