WARRANT AGREEMENTWarrant Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 1, 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”).
8,800,000 Units Vision Sensing Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
The undersigned, Vision Sensing Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you”, “EF Hutton”, or as 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:
INDEMNITY AGREEMENTIndemnity Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 1, 2021, is made and entered into by and among Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), Vision Sensing LLC, a Delaware limited liability company (the “Sponsor”, and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
November 1, 2021 Vision Sensing Acquisition Corp. Suite 500, 78 SW 7th Street Miami, FL 33130Underwriting Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • 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 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
VISION SENSING ACQUISITION CORP. Suite 500, 78 SW 7th Street Miami, FL 33130Administrative Support Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • 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”):
PLACEMENT UNIT PURCHASE AGREEMENTPlacement Unit Purchase Agreement • November 3rd, 2021 • Vision Sensing Acquisition Corp. • Blank checks • New York
This PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of November 1, 2021, by and between Vision Sensing Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130, and Vision Sensing LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 78 SW 7th Street Suite 500, Miami, FL 33130.
