INDEMNITY AGREEMENTIndemnification Agreement • August 11th, 2021 • Insight Acquisition Corp. /DE • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of August [●], 2021, by and between Insight Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2023 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 3, 2023, 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”), Avila Energy Corporation, an Alberta corporation (“Avila”), Cantor Fitzgerald & Co. (“Cantor”), Odeon Capital Group, LLC (“Odeon”), each other undersigned party 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”).
WARRANT AGREEMENTWarrant Agreement • September 7th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 1, 2021, is by and between Insight Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, 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 • September 7th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
UNDERWRITING AGREEMENT between INSIGHT ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: September 1, 2021Underwriting Agreement • September 7th, 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:
Insight Acquisition Corp. New York, New York 10128Underwriting Agreement • September 7th, 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 7th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 1, 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”), and Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors • Delaware
This Employment Agreement (this “Agreement”) is entered into as of September 1, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and Rodney Sperry (the “Employee”).
Insight Acquisition Corp. New York, New York 10128Securities Subscription Agreement • August 11th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
Insight Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 6,181,250 shares (the “Shares”) of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), up to 806,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2024 • Alpha Modus Holdings, Inc. • Patent owners & lessors • Delaware
This Employment Agreement (this “Agreement”) is entered into as of December 13, 2024 (the “Effective Date”) by and between Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”) and William Alessi (the “Employee”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 18th, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is entered into as of June 12, 2024 (the “Effective Date”), by and between Alpha Modus, Corp., a Florida corporation (“Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation (“Merger Sub” and together with Company and IAC, the “Parties”), and amends that certain Business Combination Agreement, dated as of October 13, 2023, by and among the Company, IAC and Merger Sub (the “Business Combination Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings set forth in the Business Combination Agreement.
Securities Purchase AgreementSecurities Purchase Agreement • October 23rd, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors • Utah
Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 25th, 2023 • Insight Acquisition Corp. /DE • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 30, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Insight Acquisition Corporation, a Delaware corporation (“SPAC”) and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 31st, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors • North Carolina
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “Agreement”) is effective as of the latest date signed (the “Effective Date”), by and between Alpha Modus Corp., a Florida corporation (herein “Licensor”), Xalles Holdings Inc., a Nevada corporation (“XALL”), and its wholly owned subsidiary CashXAI Inc., a Delaware corporation (“CASHX,” and together with XALL collectively the “Licensee”). Licensor and Licensee shall each be considered a “Party” and together the “Parties.”
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • June 6th, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors
This CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), effective as of May 9, 2024, is entered into by and among Insight Acquisition Corp., a Delaware corporation (“SPAC”) and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”).
BUSINESS COMBINATION AGREEMENT by and among Insight Acquisition Corp. Avila Amalco Sub Inc. and Avila Energy Corporation Dated as of April 3, 2023Business Combination Agreement • April 4th, 2023 • Insight Acquisition Corp. /DE • Blank checks • Alberta
WHEREAS, the SPAC is a blank check company incorporated in Delaware and formed for the sole purpose of consummating an initial business combination, as such term is used in the final prospectus of the SPAC, dated as of September 27, 2021 (the “IPO Prospectus,” and such initial business combination, the “Business Combination”);
FEE MODIFICATION AGREEMENTFee Modification Agreement • June 24th, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors
This Fee Modification Agreement, dated June 20, 2024 (this “Agreement”), is entered into by and between Insight Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”) and Cantor Fitzgerald & Co. (“CF&CO”).
SETTLEMENT AGREEMENTSettlement Agreement • June 24th, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors • New York
This Settlement Agreement (this “Agreement”) is made and entered into effective as of June 20, 2024, by and among Insight Acquisition Corp (the “Company”) and Odeon Capital Group LLC (“Odeon”). Each of the Company and Odeon are sometimes referred to as a “Party” and collectively as the “Parties”.
CONFIDENTIALITY AND LOCK-UP AGREEMENTConfidentiality and Lock-Up Agreement • October 17th, 2023 • Insight Acquisition Corp. /DE • Blank checks • New York
This Confidentiality and Lock-Up Agreement (this “Agreement”) is dated as of October 13, 2023, and is by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), and each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with IAC and Alpha Modus in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
RESCISSION AGREEMENTRescission Agreement • November 7th, 2023 • Insight Acquisition Corp. /DE • Blank checks • New York
This Rescission Agreement (this “Agreement”) is made and entered into on November 6, 2023, by and between Insight Acquisition Corp., a Delaware corporation (the “Maker”), and Insight Acquisition Sponsor, LLC, a Delaware limited liability company (the “Payee”). The Maker and Payee are collectively referred to herein as the “Parties.”
Insight Acquisition Corp.Termination Agreement • August 11th, 2023 • Insight Acquisition Corp. /DE • Blank checks
Pursuant to Section 9.1(a) of the Business Combination Agreement by and among Insight Acquisition Corp. (the “SPAC”), Avila Amalco Sub Inc. and Avila Energy Corporation (the “Company”), dated as of April 3, 2023 (the “BC Agreement”), the BC Agreement may be terminated at any time by mutual written consent of the SPAC and the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the BC Agreement.
INSIGHT ACQUISITION CORP. New York, NY 10128Administrative Services Agreement • September 7th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
This letter agreement (this “Agreement”) by and among Insight Acquisition Corp. (the “Company”) and Insight Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Letter Agreement between Insight Acquisition Corp. and Jeff GaryLetter Agreement • April 24th, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors
This letter agreement dated April 4, 2024 (“Letter Agreement”) is between Insight Acquisition Corp, a Delaware corporation (the “Company”) and Jeff Gary, <insert address> (“Mr. Gary“).
INVESTMENT AGREEMENTInvestment Agreement • August 11th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August [•], 2021, is by and among (i) Insight Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Insight Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [•] (“Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2023 • Insight Acquisition Corp. /DE • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2023, is made and entered into by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), Odeon Capital Group, LLC (“Odeon”) and together with Sponsor, Cantor, and Odeon, the “Initial Holders”), Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), and the undersigned parties listed under “Holder” on the signature page hereto (each such party, together with the Initial Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, a “Holder” and collectively the “Holders”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 17th, 2023 • Insight Acquisition Corp. /DE • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of October 13, 2023, is entered into by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), IAC Merger Sub Inc., a Florida corporation and wholly owned subsidiary of IAC (“Merger Sub”), Alpha Modus, Corp., a Delaware corporation (the “Company”), and The Alessi 2020 Irrevocable Trust (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
FORFEITURE AGREEMENTForfeiture Agreement • December 12th, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors • Delaware
This Forfeiture Agreement (this “Agreement”) is made and entered into effective as of December 12, 2024, by and between Polar Multi-Strategy Master Fund (the “Investor”) and Alpha Modus, Corp. (the “Target”). Investor and Target are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined herein shall have the same meaning as such terms have in the Subscription Agreement (as defined below).
INSIGHT ACQUISITION CORP. New York, NY 10128Administrative Services Agreement • August 11th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
This letter agreement (this “Agreement”) by and among Insight Acquisition Corp. (the “Company”) and Insight Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 17th, 2023 • Insight Acquisition Corp. /DE • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of October 13, 2023, is entered into by and among Alpha Modus, Corp., a Florida corporation (the “Company”), Insight Acquisition Corp., a Delaware corporation (“IAC”) and Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
COMPANY SUPPORT & LOCK-UP AGREEMENTCompany Support & Lock-Up Agreement • April 4th, 2023 • Insight Acquisition Corp. /DE • Blank checks • Alberta
THIS COMPANY SUPPORT & LOCK-UP AGREEMENT (this “Agreement”), dated as of April 3, 2023, is made by and among Avila Energy Corporation, an Alberta corporation (the “Company”), Insight Acquisition Corp., a Delaware corporation (the “SPAC”), and the individual or entity whose name appears in the signature block to this Agreement.
Reference is made to the letter (“IPO Letter Agreement”) delivered in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Insight Acquisition Corp., a Delaware corporation (the “Company”), and Cantor...Proposed Business Combination • April 4th, 2023 • Insight Acquisition Corp. /DE • Blank checks
In order to induce Avila Energy Corporation, an Alberta corporation (“Avila Energy”), the Company and certain other acquisition entities to enter into the Business Combination Agreement by and among such parties and dated as of the date hereof (the “BCA”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Insight Acquisition Sponsor LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby agrees with the Company and, solely with respect to paragraphs 1, 6, 7(a), 7(b), 7(c) and 13-20, Avila Energy to amend and restate the IPO Letter Agreement (as so amended and restated, this “Amended and Restated Letter Agreement”) as follows:
FEE REDUCTION AGREEMENT March 28, 2023Fee Reduction Agreement • April 19th, 2023 • Insight Acquisition Corp. /DE • Blank checks
WHEREAS, pursuant to the Underwriting Agreement between Insight Acquisition Corp. (the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“Cantor”), dated as of September 1, 2021 (the “Underwriting Agreement”), the Company previously agreed to pay to the Underwriters an aggregate of $12,000,000 as “deferred underwriting commissions” (the “Deferred Fee”), a portion of which fee is payable to each Underwriter in proportion to their respective commitments pursuant to the Underwriting Agreement (of which $8,400,000 is payable to Cantor for its own account), upon the consummation of the Business Combination contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (File No. 333-58727), and dated as of September 1, 2021.
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • October 17th, 2023 • Insight Acquisition Corp. /DE • Blank checks • New York
This Sponsor Lock-Up Agreement (this “Agreement”) is entered into as of October 13, 2023, by and among Insight Acquisition Corp., a Delaware corporation (“IAC”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Alpha Modus, Corp., a Florida corporation (the “Company”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FEE WAIVER AGREEMENTFee Waiver Agreement • June 24th, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors • Delaware
This FEE WAIVER AGREEMENT (this “Agreement”) is dated effective as of the 21st day of June, 2024 (the “Effective Date”), by and among Insight Acquisition Corp., a Delaware corporation (“Insight”), Insight Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and Michael Singer.
EXTENSION AGREEMENTExtension Agreement • July 3rd, 2024 • Insight Acquisition Corp. /DE • Patent owners & lessors • North Carolina
This Extension Agreement (this “Agreement”) is made and entered into effective as of March 29, 2024, by and between Alpha Modus, Corp., a Florida corporation (the “Company”) and Janbella Group, LLC, a North Carolina limited liability company (“Janbella”). Each of the Company and Janbella are sometimes referred to as a “Party” and collectively as the “Parties”.
