PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 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), Cantor Fitzgerald & Co. and Odeon Capital Group, LLC (the Purchasers).
WHEREAS, the Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit consisting of one share of the Companys Class A common stock, par value $0.0001 per share (each, a Share), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchasers have agreed to purchase an aggregate of 1,200,000 warrants (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchasers.
B. Purchase and Sale of the Private Placement Warrants.
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the Closing Date), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, in accordance with the percentage allocation set forth on Exhibit A hereto, an aggregate of 1,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $1,200,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions on the Closing Date. On the Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the Purchasers names to the Purchasers, or effect such delivery in book-entry form.
C. Terms of the Private Placement Warrants.
(i) The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a Warrant Agreement). Notwithstanding the terms of the Warrant Agreement, the Private Placement Warrants purchased by the Purchasers shall not be exercised more than five years from the Effective Date.