UNDERWRITING AGREEMENT between INSU ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: September 2, 2020 INSU ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
The undersigned, INSU Acquisition Corp. II, 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 • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 2, 2020, is by and between INSU Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 2, 2020 by and between INSU Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of September, 2020, by and between INSU Acquisition Corp. II, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2020, is made and entered into by and among each of INSU Acquisition Corp. II, a Delaware corporation (the “Company”), Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and Dioptra Advisors II, LLC, a Delaware limited liability company (collectively, the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”) 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”).
September 2, 2020Letter Agreement • September 9th, 2020 • INSU Acquisition Corp. II • 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 INSU Acquisition Corp. II, 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 23,000,000 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 third 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 Commissi
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 9th, 2020 • INSU Acquisition Corp. II • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of September, 2020, by and between INSU Acquisition Corp. II, 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.
INSU Acquisition Corp. II Philadelphia, PA 19104-2870 Attention: Joseph W. Pooler, Jr. Dated: September 2, 2020INSU Acquisition Corp. II • September 9th, 2020 • Blank checks
Insurance Acquisition Sponsor II, LLC (“Lender”) hereby agrees to make to INSU Acquisition Corp. II (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
INSU ACQUISITION CORP. IIINSU Acquisition Corp. II • September 9th, 2020 • Blank checks • Pennsylvania
This letter agreement by and between INSU Acquisition Corp. II (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”):
