REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2021 • VIDA FLaSH Acquisitions • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among VIDA FLaSH Acquisitions, a Cayman Islands exempted company (the “Company”), FLaSH Investments LLC, a Cayman Islands 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”).
VIDA FLaSH Acquisitions 15,000,000 Units Underwriting AgreementUnderwriting Agreement • March 23rd, 2021 • VIDA FLaSH Acquisitions • Blank checks • New York
VIDA FLaSH Acquisitions, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 15,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,250,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). If no other Underwriters are listed in Schedule I hereto, each of the terms Representative and Underwriters used herein shall mean either the singular or plural as the context requires.
INDEMNITY AGREEMENTIndemnity Agreement • March 23rd, 2021 • VIDA FLaSH Acquisitions • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between VIDA FLASH ACQUISITIONS, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 23rd, 2021 • VIDA FLaSH Acquisitions • 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 between VIDA FLaSH Acquisitions, a Cayman Islands exempted company (the “Company”), and FLaSH Investments LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 23rd, 2021 • VIDA FLaSH Acquisitions • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between VIDA FLaSH Acquisitions, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
VIDA FLaSH Acquisitions Beverly Hills, California 90211Letter Agreement • March 23rd, 2021 • VIDA FLaSH Acquisitions • 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 VIDA FLaSH Acquisitions, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. 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 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth 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 in the Prospectus (as defined be
VIDA FLaSH Acquisitions 3550 Wilshire, Suite 840 Los Angeles, California 90010VIDA FLaSH Acquisitions • March 23rd, 2021 • Blank checks • New York
VIDA FLaSH Acquisitions a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by FLaSH Investments LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,031,250 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 656,250 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one-fourth of one warrant to purchase one Class A 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:
WARRANT AGREEMENTWarrant Agreement • March 23rd, 2021 • VIDA FLaSH Acquisitions • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between VIDA FLaSH Acquisitions, 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,” and also referred to herein as the “Transfer Agent”).
VIDA FLASH ACQUISITIONS Beverly Hills, CA 90211Vida Flash Acquisitions • March 23rd, 2021 • VIDA FLaSH Acquisitions • Blank checks • New York
This letter agreement (this “Agreement”) by and between VIDA FLaSH Acquisitions (the “Company”) and FLaSH Investments 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”):
