0001193125-21-243530 Sample Contracts

INDEMNITY AGREEMENT
Indemnification 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [●], 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”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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 AGREEMENT
Warrant Agreement • August 11th, 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 AGREEMENT
Investment Management Trust Agreement • August 11th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York
UNDERWRITING AGREEMENT between INSIGHT ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021
Underwriting Agreement • August 11th, 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 10128
Underwriting Agreement • August 11th, 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

Insight Acquisition Corp. New York, New York 10128
Securities 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

INVESTMENT AGREEMENT
Investment 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”).

INSIGHT ACQUISITION CORP. New York, NY 10128
Administrative 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”):

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 11th, 2021 • Insight Acquisition Corp. /DE • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August [●], 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”).

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