Standard Contracts
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 9th, 2022 • Anghami Inc • Communications services, nec • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made to be effective as of ___________, 2022, by and between Anghami Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • October 14th, 2021 • Anghami Inc • Communications services, nec • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2021 • Anghami Inc • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2020, is made and entered into by and among Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), 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”).
Vistas Media Acquisition Company Inc.Underwriting Agreement • October 14th, 2021 • Anghami Inc • Communications services, nec • 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 • October 14th, 2021 • Anghami Inc • Communications services, nec • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 6, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2021 • Anghami Inc • Communications services, nec • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 6, 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”).
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,...Purchase Warrant Agreement • December 3rd, 2021 • Anghami Inc • Communications services, nec • 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 • October 14th, 2021 • Anghami Inc • Communications services, nec • 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 10005Administrative Services Agreement • October 14th, 2021 • Anghami Inc • Communications services, nec • 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”):
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)Warrant Agreement • April 29th, 2024 • Anghami Inc • Communications services, nec • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of February 3, 2022, by and among Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), Anghami Inc., a Cayman Islands exempted company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Lock-Up AgreementLock-Up Agreement • October 14th, 2021 • Anghami Inc • Communications services, nec • 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, 2021Sponsor Agreement • October 14th, 2021 • Anghami Inc • Communications services, nec • 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 • October 14th, 2021 • Anghami Inc • Communications services, nec • 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”).
ANGHAMI INC. CONVERTIBLE NOTE PURCHASE AGREEMENT SENIOR UNSECURED CONVERTIBLE NOTE DUE 2027 December 16, 2024Convertible Note Purchase Agreement • December 16th, 2024 • Anghami Inc • Communications services, nec
This CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made effective as of December 16, 2024 by and between Anghami Inc., a Cayman Islands exempted company with registration number 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”), and OSN Streaming Limited, a Cayman Islands exempted company with registration number 404857, whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“OSN” or the “Purchaser”).
LETTER AGREEMENTSubscription Agreement • December 10th, 2021 • Anghami Inc • Communications services, nec • New York
Reference is made to the Subscription Agreement, dated as of March 3, 2021 (the “Subscription Agreement”), among Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”), Anghami Inc., a Cayman Islands exempted company (“Pubco”), and the undersigned subscriber (the “Subscriber”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Subscription Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN OSN STREAMING LIMITED and ANGHAMI INC. Dated as of April 1, 2024Registration Rights Agreement • April 3rd, 2024 • Anghami Inc • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2024 (this “Agreement”) by and between OSN Streaming Limited, an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 404857, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“Subscriber”) and Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Transaction Agreement.
WARRANTWarrant Agreement • April 3rd, 2024 • Anghami Inc • Communications services, nec • New York
THIS WARRANT (this “Agreement”), dated as of April 1, 2024, is by and between Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”), and OSN Streaming Limited, an exempted company incorporated in the Cayman Islands with incorporation number 404857 (the “Holder”).
CERTAIN CONFIDENTIAL INFORMATION MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIALTransaction Agreement • November 24th, 2023 • Anghami Inc • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [●] (this “Agreement”) by and between Orionplus2, an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 404857, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (“Subscriber”) and Anghami Inc., an exempted company incorporated in the Cayman Islands with limited liability, with registration No. 372207, whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Transaction Agreement.
ROTANA AND ANGHAMI SIGN STRATEGIC PARTNERSHIP TO BRING LARGEST ARABIC LIBRARY BACK TO PLATFORM Back together again, strategic partnership to see Rotana’s leading repertoire of original Arabic content available on Anghami once more Agreement concluded...Strategic Partnership Agreement • April 6th, 2022 • Anghami Inc • Communications services, nec
Riyadh, KSA – April 6, 2022: Rotana Music Holding, the Arab World’s leading independent record label and largest repertoire owner of Arabic music, media, entertainment, events, and content producer and distributor in the MENA region and GCC, has signed a strategic partnership with Anghami Inc. (“Anghami”) (NASDAQ: ANGH), the leading music and entertainment streaming platform in the Middle East and North Africa (MENA), to distribute its extensive collection of original music audio and video content on Anghami.
