REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 is made and entered into by and among New Vista Acquisition Corp, a Cayman Islands exempted company (the “Company”), New Vista Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
New Vista Acquisition Corp 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • New York
New Vista Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Jefferies LLC are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used in this Agreement and not otherwise defined are defined i
NEW VISTA ACQUISITION CORP Chicago, IL 60606Securities Subscription Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • New York
New Vista Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer New Vista Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requ
INDEMNITY AGREEMENTIndemnification Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the promises and the covenants contained herein and subject to the provisions of the Letter Agreement dated as of [●], 2021 among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement dated as of [●], 2021 between the Company and the representatives of the several Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT NEW VISTA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between New Vista Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
New Vista Acquisition CorpUnderwriting Agreement • February 1st, 2021 • New Vista Acquisition Corp • 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 or proposed to be entered into by and between New Vista Acquisition Corp, a Cayman Islands exempted company (the “Company”), on the one hand, and Citigroup Global Markets Inc. and Jefferies LLC, on the other hand, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (“Units”) (including up to 3,000,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units sh
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between New Vista Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among New Vista Acquisition Corp, a Cayman Islands exempted company (the “Company”) and New Vista Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
New Vista Acquisition Corp 125 South Wacker Drive, Suite 300 Chicago, IL 60606Administrative Services Agreement • February 1st, 2021 • New Vista Acquisition Corp • Blank checks • New York
