10,000,000 Units Vistas Media Acquisition Company Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
The undersigned, Vistas Media Acquisition Company Inc., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • August 12th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 6, 2020, is by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 28th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2020 by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • July 27th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [______], 2020, by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Vistas Media Acquisition Co Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Anghami Inc., a Cayman Islands Company (the “Company”), Vistas Media Acquisition Company Inc., a Delaware corporation (“Vistas”), Vistas Media Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (“I-Bankers”) and each of the other undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, I-Bankers 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2020 by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Vistas Media Acquisition Company Inc. 30 Wall Street, 8th Floor New York, NY 10005Vistas Media Acquisition Co Inc. • July 27th, 2020 • Blank checks • Delaware
Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Vistas Media Sponsor, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 12th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 6th day of August, 2020, by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and Vistas Media Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of business at 30 Wall Street, 8th Floor, New York, NY 10005.
Vistas Media Acquisition Company Inc.Letter Agreement • August 12th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
Vistas Media Acquisition Company Inc.Letter Agreement • August 4th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 28th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July [ ], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), and Vistas Media Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
I-Bankers Securities, Inc. Suite 423 New York, New York 10017Vistas Media Acquisition Co Inc. • August 12th, 2020 • Blank checks • New York
This is to confirm our agreement whereby Vistas Media Acquisition Company Inc., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to serve as the Company’s advisor in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (each a “Target”) (in each case, a “Business Combination”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-239819 filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Vistas Media Acquisition Co Inc. • July 27th, 2020 • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY VISTAS MEDIA ACQUISITION COMPANY INC. (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIOD OR FIVE YEARS FROM THE EFFECTIVE DATE.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 9th, 2021 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 3, 2021, by and among Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), Anghami Inc., a Cayman Islands exempted company (“Pubco”), and the undersigned subscriber (“Subscriber”).
VISTAS MEDIA ACQUISITION COMPANY INC. New York, NY 10005Letter Agreement • August 12th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Vistas Media Acquisition Company Inc. (the “Company”) and Vistas Media Sponsor, LLC (the “Sponsor”), 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 U.S. 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”):
Lock-Up AgreementLock-Up Agreement • March 9th, 2021 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This Lock-Up Agreement (this “Agreement”), dated as of [●], 2021, by and between Anghami Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (as defined below) (“Pubco”), and certain holders of capital stock (and each other Person who, after the date hereof, acquires capital stock of the Company and becomes party to this Agreement by executing a Joinder Agreement (such Persons, the “Shareholders”)).
March 3, 2021Vistas Media Acquisition Co Inc. • March 9th, 2021 • Blank checks • New York
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among Vistas Media Acquisition Corp., a Delaware corporation (“Vistas”), Anghami, a Cayman Island exempt corporation (the “Company”), Anghami Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Pubco”), Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Vistas Merger Sub”) and Anghami Vista 2, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Anghami Merger Sub”), and certain other parties thereto pursuant to which, among other things, Vistas will be merged with and into Vistas Merger Sub (the “Vistas Merger”) and Anghami Merger Sub shall be merged with and into the Company (the “Anghami Merger” and, together with the
FORM OF RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 9th, 2021 • Vistas Media Acquisition Co Inc. • Blank checks • Abu Dhabi
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made as of March 3, 2021, by and between Anghami Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Pubco, and together with its successors, and present and future Subsidiaries and Affiliates, including without limitation after the Closing, the Anghami Entities, Vistas and Pubco, the “Covered Parties”), and [●], a [●] (“Shareholder”).
Business Combination Agreement by and Among VISTAS MEDIA ACQUISITION COMPANY INC.,Business Combination Agreement • March 9th, 2021 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 3, 2021, by and among (i) Vistas Media Acquisition Company Inc., a Delaware corporation (together with its successors, “Vistas”), (ii) Anghami, a Cayman Islands exempted company (the “Company” or “Anghami”), (iii) Anghami Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Pubco”), (iv) Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Vistas Merger Sub”), and (v) Anghami Vista 2, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Anghami Merger Sub”). Each of Vistas, the Company, Pubco, Vistas Merger Sub and Anghami Merger Sub is also referred to herein as a “Party” and, collectively, as the “Parties.”
