10,000,000 Units Vistas Media Acquisition Company Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 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:
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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 4th, 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 • 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).
I-Bankers Securities, Inc. Suite 423 New York, New York 10017Vistas Media Acquisition Co Inc. • August 4th, 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”).
