UNDERWRITING AGREEMENT between INSIGHT ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021Underwriting Agreement • August 30th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
The undersigned, Insight Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
WARRANT AGREEMENTWarrant Agreement • August 30th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August [●], 2021, is by and between Insight Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 30th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
Insight Acquisition Corp. New York, New York 10128Letter Agreement • August 30th, 2021 • Insight Acquisition Corp. /DE • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Insight Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined belo
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 30th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Insight Acquisition Corp., a Delaware corporation (the “Company”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Odeon Capital Group, LLC (“Odeon”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Cantor and Odeon and 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 30th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Insight Acquisition Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (the “Purchasers”).
