REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*], 2022, is made and entered into by and among Vistas Acquisition Company II Inc., a Cayman Islands exempted company (the “Company”), Vistas Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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, a “Holder” and collectively the “Holders”).
VISTAS ACQUISITION COMPANY II INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
Vistas Acquisition Company II Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT VISTAS ACQUISITION COMPANY II INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Vistas Acquisition Company II Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Vistas Acquisition Company II Inc. New York, NY 10005Securities Subscription Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
Vistas Acquisition Company II Inc., a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Vistas Acquisition Sponsor II LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 6,325,000 ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 825,000 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 Ordinary Share and a fraction of one warrant to purchase one Ordinary Share (“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:
INDEMNITY AGREEMENTIndemnification Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , , by and between Vistas Acquisition Company II Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Vistas Acquisition Company II Inc.Underwriting Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks
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 Acquisition Company II Inc., a Cayman Islands exempted company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, 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 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of __________ ___, 2022, as it may from time to time be amended, this “Agreement”), is entered into by and among Vistas Acquisition Company II Inc., a Cayman Islands exempted company (the “Company”), and Vistas Acquisition Sponsor II LLC, a Delaware limited liability company(the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
VISTAS ACQUISITION COMPANY II INC. New York, NY 10005Administrative Services Agreement • July 14th, 2022 • Vistas Acquisition Co II Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Vistas Acquisition Company II Inc. (the “Company”) and Vistas Acquisition Sponsor II 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”):
