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”).
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”);
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:
