Fee Reduction Agreement between Insight Acquisition Corp. and Cantor Fitzgerald & Co. dated March 28, 2023
Insight Acquisition Corp. and Cantor Fitzgerald & Co. have agreed to reduce the deferred underwriting commission originally owed to Cantor under a prior Underwriting Agreement. Cantor will forfeit $5.4 million of its $8.4 million deferred fee, leaving $3 million payable upon completion of the business combination. The agreement does not affect the rights or obligations of other underwriters and leaves the rest of the Underwriting Agreement unchanged. Both parties agree to sign any additional documents needed to implement this fee reduction.
Exhibit 1.2
FEE REDUCTION AGREEMENT
March 28, 2023
WHEREAS, pursuant to the Underwriting Agreement between Insight Acquisition Corp. (the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“Cantor”), dated as of September 1, 2021 (the “Underwriting Agreement”), the Company previously agreed to pay to the Underwriters an aggregate of $12,000,000 as “deferred underwriting commissions” (the “Deferred Fee”), a portion of which fee is payable to each Underwriter in proportion to their respective commitments pursuant to the Underwriting Agreement (of which $8,400,000 is payable to Cantor for its own account), upon the consummation of the Business Combination contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (File No. 333-58727), and dated as of September 1, 2021.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Cantor, on behalf of itself only and not on behalf of any other Underwriter, hereby agree as follows:
| 1. | As of the date hereof, Cantor agrees that, on behalf of itself only and not on behalf of any other Underwriter, it will irrevocably forfeit $5,400,000 of its $8,400,000 portion of the aggregate Deferred Fee that would otherwise be payable to it pursuant to the Underwriting Agreement. |
| 2. | The remainder of the Deferred Fee in the amount of $3,000,000 shall be payable to Cantor as originally set forth in the Underwriting Agreement upon the consummation of the Business Combination. |
| 3. | Each of the Company and Cantor will, upon request of the other, execute such other documents, instruments or agreements as may be reasonable or necessary to effectuate the agreements set forth herein. |
Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement. Sections 10.1, 10.3, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10 of the Underwriting Agreement are hereby incorporated into this letter agreement. Except as expressly set forth herein, the provisions of the Underwriting Agreement are not amended and remain in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized signatory as of the date first set forth above.
| INSIGHT ACQUISITION CORP. | CANTOR FITZGERALD & CO. | |||||||||||
| By: | /s/ Jeff Gary | By: | /s/ Sage Kelly | |||||||||
| Name: | Jeff Gary | Name: | Sage Kelly | |||||||||
| Title: | CEO | Title: | Senior Managing Director | |||||||||
| AVILA ENERGY CORPORATION | ||||||||||||
| By: | /s/ Leonard B. Van Betuw | |||||||||||
| Name: | Leonard B. Van Betuw | |||||||||||
| Title: | President and CEO | |||||||||||
