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”).
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”):
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”).
