WARRANT AGREEMENTWarrant Agreement • September 24th, 2021 • Vision Sensing Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, FL 33130Underwriting Agreement • September 24th, 2021 • Vision Sensing Acquisition Corp.
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (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 10,120,000 of the Company’s units (including up to 1,320,000 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 “Common Stock”) and one-half of one redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pu
VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, FL 33130Administrative Support Agreement • September 24th, 2021 • Vision Sensing Acquisition Corp. • New York
This letter agreement by and between Vision Sensing Acquisition Corp. (the “Company”) and Vision Sensing 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 Global 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”):
VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, Florida 33130Securities Subscription Agreement • September 24th, 2021 • Vision Sensing Acquisition Corp. • New York
This agreement (this “Agreement”) is entered into on August 20, 2021 by and between Vision Sensing LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,530,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 330,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
