10,000,000 Units Vistas Media Acquisition Company Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 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 • July 27th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 27th, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______], 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. 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 • July 27th, 2020 • Vistas Media Acquisition Co Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 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 • July 27th, 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 three-quarters of one redeemable warrant. Each whole 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 Prospec
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 27th, 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. • July 27th, 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.
VISTAS MEDIA ACQUISITION COMPANY INC. New York, NY 10005Letter Agreement • July 27th, 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”):
