UNDERWRITING AGREEMENT between INSURANCE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [_______], 2019 INSURANCE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
The undersigned, Insurance 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 • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______ __, 2019, is by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) also referred to as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________ __, 2019 by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between INSURANCE ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the ___ day of _______ 2019, by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and the subscribers set forth on Schedule A hereto (the “Subscribers”).
Insurance Acquisition Corp. Philadelphia, PA 19104-2870Letter Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 14,950,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commiss
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________ __, 2019, is made and entered into by and among each of Insurance Acquisition Corp., a Delaware corporation (the “Company”), Insurance Acquisition Sponsor, LLC, a Delaware limited liability company, and Dioptra Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”) and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
Insurance Acquisition Corp. Philadelphia, PA 19104-2870 Attention: Dated: [ ]Insurance Acquisition Corp. • February 25th, 2019 • Blank checks • New York
[Insurance Acquisition Sponsor, LLC] (“Lender”) hereby agrees to make to Insurance Acquisition Corp. (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 25th, 2019 • Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of ________ 2019, by and between Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
INSURANCE ACQUISITION CORP.Insurance Acquisition Corp. • February 25th, 2019 • Blank checks • Pennsylvania
This letter agreement by and between Insurance Acquisition Corp. (the “Company”) and [Cohen & Company, LLC] (“Cohen”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
