FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 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), Cantor Fitzgerald & Co. (Cantor), Odeon Capital Group, LLC (Odeon) and the undersigned parties 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).
WHEREAS, the Company has 6,900,000 shares of Class B common stock, par value $0.0001 per share (the Founder Shares), issued and outstanding, up to 900,000 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on , 2021, the Company Cantor, Odeon and the Sponsor entered into that certain Private Placement Warrants Purchase Agreements (the Private Placement Warrants Purchase Agreements), pursuant to which the Sponsor agreed to purchase 7,500,000 private placement warrants and Cantor and Odeon agreed to purchase 1,200,000 private placement warrants (collectively, the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (Working Capital Warrants) at a price of $1.00 per warrant at the option of the lender; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and