Exhibit 10.2


 



FORM
OF RESTRICTIVE COVENANT AGREEMENT


 


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”).


 


RECITALS:


 


A. Reference
herein is made to 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 Pubco, Vistas
Media Acquisition Company Inc., a Delaware corporation (“Vistas”), Anghami, a Cayman Island exempt corporation
(the “Company”), Pubco, Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco
(“Vista 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 Vistas Merger, the “Mergers”
and together with the other transactions contemplated by the Business Combination Agreement the “Transactions”).
Capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Business Combination
Agreement;


 


B. Shareholder
is a record and beneficial owner of equity interests of the Company and is deriving substantial economic benefit from the consummation
of the Transactions;


 


C. Pubco
desires to assure itself that Shareholder will not compete with the Covered Parties for the period set forth in this Agreement
for any person or entity (a “Competitor”) that engages in the music streaming business (the “Business”);


 


D. Shareholder,
as a shareholder, director, officer or employee of the Company or its Subsidiaries, has been involved in the design, development,
marketing, sale and/or support of the products of the Anghami Entities and as such has obtained and developed confidential, trade
secret and proprietary information concerning business, operations, customers, consultants and employees of the Anghami Entities
and will continue to obtain and develop such information during any period while Shareholder is performing services for the Covered
Parties; and


 


E. In
consideration for the acquisition of all of Shareholder’s equity interests in the Company and the business and the goodwill
associated therewith, including the dedicated workforce of the Anghami Entities that is an integral component of the Business,
the consideration received by the Shareholder for such acquisition, and the performance by Pubco of its covenants contained in
the Business Combination Agreement, and as an inducement to Pubco to consummate the Transactions, Shareholder, intending to be
bound hereby, has agreed to execute this Agreement.


 






     


     


    

 


NOW,
THEREFORE, in order to induce the Pubco to enter into the Business Combination Agreement and consummate the Transactions, and
for the protection of the goodwill of the Company and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:


 


1. Restrictive
Covenants.


 


		(a)	Shareholder
                                         agrees that for a period of two (2) years from and after the Closing Date (the “Restricted
                                         Period”), Shareholder and its Affiliates shall not, directly or indirectly,
                                         for Shareholder’s own benefit or for the benefit of any other Person (whether as
                                         an officer, director, employee, partner, joint venturer, consultant, investor or otherwise)
                                         (other than, if applicable, a Covered Party in the performance of Shareholder’s
                                         duties on behalf of the Covered Parties):



 


		(i)	work
                                         for or with, own, invest in, render any service or advice to or otherwise assist (in
                                         each case, whether or not for compensation) or act as an officer, director, employee,
                                         partner or independent contractor, directly or indirectly, for any Competing Business
                                         in the Algeria, Bahrain, Egypt, Iran, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco,
                                         Oman, Qatar, Saudi Arabia, Syria, Tunisia, United Arab Emirates and Yemen. Shareholder
                                         acknowledges that, given the nature of the Covered Parties’ businesses and the
                                         geographical market of the Covered Parties combined with Shareholder’s role and
                                         responsibilities, the geographical area described in the preceding sentence and the Restricted
                                         Period are both reasonable. Notwithstanding anything to the contrary in this Section
                                         1 or any other provision of this Agreement, nothing herein shall be construed as
                                         precluding Shareholder or its Affiliates from having passive ownership interests representing
                                         less than five percent (5%) of the outstanding equity securities of any entity engaged,
                                         directly or indirectly, in a Competing Business (so long as Shareholder and its Affiliates
                                         are not involved in the management or control of such entity);



 


		(ii)	solicit,
                                         hire, induce, encourage or attempt to solicit, hire, induce or encourage any employee
                                         of any Covered Party (as of the Closing) (a “Covered Employee”) to
                                         leave the employ of a Covered Party; provided, however, that notwithstanding
                                         the promises and covenants within this Section 1(a)(ii), Shareholder shall not
                                         be precluded from (A) soliciting any Covered Employee who contacts Shareholder or its
                                         Affiliates (x) on his or her own initiative or (y) in response to general solicitations
                                         or advertising for personnel, and in each case of clauses (x) and (y) without direct
                                         or indirect solicitation by Shareholder or its Affiliates, (B) engaging in general solicitations
                                         or advertising for personnel, including advertisements and searches conducted by a headhunter
                                         agency, provided that such solicitation, advertising or searches are not specifically
                                         directed at any Covered Employees or Covered Employees generally; or (C) soliciting any
                                         Covered Employees if, at the time of such solicitation, such Covered Employee has ceased
                                         to be an employee of the Covered Parties.



 






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		(b)	Shareholder
                                         agrees that during the Restricted Period, Shareholder and its Affiliates will not, directly
                                         or indirectly engage in any conduct that involves the making or publishing (including
                                         through electronic mail distribution or online social media) of any written or oral statements
                                         or remarks (including the repetition or distribution of derogatory rumors, allegations,
                                         negative reports or comments) that are disparaging, deleterious or damaging to the integrity,
                                         reputation or good will of one or more Covered Parties or their respective management,
                                         officers, employees, independent contractors or consultants. Notwithstanding the foregoing,
                                         subject to Section 1(c) below, the provisions of this Section 1(b) shall
                                         not restrict Shareholder or its Affiliates from providing truthful testimony or information
                                         in response to a subpoena or investigation by a Governmental Entity or in connection
                                         with any legal action by Shareholder or its Affiliate against any Covered Party under
                                         this Agreement, the Business Combination Agreement or any other Transaction Agreement
                                         that is asserted by Shareholder or its Affiliate in good faith.



 


		(c)	During
                                         the Restricted Period, Shareholder will, and will cause its Affiliates to, keep confidential
                                         and not (except, if applicable, in the performance of Shareholder’s duties on behalf
                                         of the Covered Parties) directly or indirectly use, disclose, reveal, publish, transfer
                                         or provide access to, any and all Confidential Information without the prior written
                                         consent of Pubco (which may be withheld in its sole discretion). The obligations set
                                         forth in this Section 1(c) will not apply to any Confidential Information where
                                         Shareholder can demonstrate that such material or information: (i) is known or available
                                         through other lawful sources not bound by a confidentiality agreement with, or other
                                         confidentiality obligation with respect to such material or information; (ii) is or becomes
                                         publicly known through no violation of this Agreement or other non-disclosure obligation
                                         of Shareholder or any of its Affiliates; (iii) is already in the possession of Shareholder
                                         at the time of disclosure without an obligation of confidentiality through lawful sources
                                         not bound by a confidentiality agreement or other confidentiality obligation as evidenced
                                         by Shareholder’s documents and records; or (iv) is required to be disclosed pursuant
                                         to an order of any Governmental Entity (provided that (A) the applicable Covered Party
                                         is given reasonable prior written notice, (B) Shareholder reasonably cooperates (and
                                         causes its Affiliates to reasonably cooperate) with any reasonable request of any Covered
                                         Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses
                                         (A) and (B) such disclosure is still required, Shareholder and its Affiliates only disclose
                                         such portion of the Confidential Information that is expressly required by such order,
                                         as it may be subsequently narrowed). Shareholder agrees that if Shareholder previously
                                         rendered services to a Covered Party or otherwise gained knowledge of Confidential Information,
                                         Shareholder’s obligations under any such agreement between Shareholder and a Covered
                                         Party to preserve Confidential Information shall remain in full force and effect pursuant
                                         to the applicable terms contained therein, which obligations shall be in addition to
                                         the obligations set forth herein.



 


2. Certain
Definitions.


 


		(a)	“Competing
                                         Business” means any business that, as of the date hereof, provides products
                                         or services which are competitive with the Business.



 


		(b)	“Customer”
                                         means any Person (i) for which the Company has performed any services or to which it
                                         has sold any products, (b) with which it has engaged in any business activity or (c)
                                         from which the Company has actively solicited business or discussed other business arrangements
                                         in the year preceding relevant measurement date.



 






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		(c)	“Confidential
                                         Information” means any non-public, confidential or proprietary information
                                         relating to the Company, in whatever form, whether written, electronic or oral.



 


3. Remedies.


 


In
the event of a breach of any covenant set forth in Section 1 of this Agreement, the Covered Parties shall be entitled to
have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable,
and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Covered Parties at law
or in equity:


 


		(a)	the
                                         right and remedy to have the provisions of Section 1 specifically enforced by
                                         any court of competent jurisdiction, and to obtain an injunction, restraining order or
                                         other equitable relief restraining or preventing such breach or threatened breach, without
                                         any requirement to prove actual damages or that monetary damages would be insufficient
                                         or to post a bond or other security, which requirements Shareholder expressly waives,
                                         it being agreed that any breach or threatened breach of such provisions may cause irreparable
                                         injury to the Covered Parties and that money damages may not provide an adequate remedy
                                         to the non-breaching party; and



 


		(b)	the
                                         right to seek damages resulting from a breach of the provisions of Section 1
                                         (and Shareholder hereby acknowledges and agrees that in the event of any breach of
                                         this Agreement, any value attributed or allocated to this Agreement (or any other non-competition
                                         agreement with Shareholder) under or in connection with the Transactions shall not be
                                         considered a measure of, or a limit on, the damages of the Covered Parties).



 


The
pursuit of one remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy.


 


4. Successors
and Assigns; Third Party Beneficiaries.


 


This
Agreement will be binding upon the parties hereto and will inure to the benefit of the parties hereto and their successors and
permitted assigns. Shareholder agrees that the obligations of Shareholder under this Agreement are personal and will not be assigned
by Shareholder without the prior written consent of Pubco. The parties hereto expressly agree that each of the Covered Parties
is an intended third party beneficiary of this Agreement, and will have the right to enforce the terms of this Agreement as if
it were a party hereto.


 






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5. Governing
Law; Jurisdiction; Venue.


 


The
Laws, rules and regulations of the Abu Dhabi Global Market (“ADGM”) shall govern (i) all claims or matters related
to or arising from this Agreement (including any tort or non-contractual claims) and (ii) any questions concerning the construction,
interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement,
in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application
of the Law of any jurisdiction other than the ADGM. Each party to this Agreement hereby
IRREVOCABLY waives all rights to trial by jury in any action, suit or Proceeding brought to resolve any dispute between or among
any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this
Agreement, the transactions contemplated hereby and/or the relationships established among the parties hereunder. THE PARTIES
HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party irrevocably agrees that the courts of
the ADGM shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement
or its subject matter, construction, interpretation, validity, enforceability or formation (including non-contractual disputes
or claims). Each party hereto agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced
by suit on the judgment or in any other manner provided by Law or at equity.


 


6. Severability.


 


Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law,
but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to
be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction,
such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, such court of competent jurisdiction shall add as a part of this Agreement a legal, valid
and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible. Without
limiting the foregoing, if any court of competent jurisdiction determines that any part of this Agreement is unenforceable because
of the duration, geographic area covered, scope of such provision, or otherwise, such court will have the power to reduce the
duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision will
then be enforceable. Shareholder will, at a Covered Party’s request, join such Covered Party in requesting that such court
take such action.


 


7. Counterparts;
Electronic Delivery.


 


This
Agreement and agreements, certificates, instruments and documents entered into in connection herewith may be executed and delivered
in one or more counterparts and by fax, pdf, email or other electronic document transmission, each of which shall be deemed an
original and all of which shall be considered one and the same agreement. No party shall raise the use of a fax machine, pdf,
email or other electronic document transmission to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a fax machine, pdf, email or other electronic document transmission as a defense
to the formation or enforceability of a Contract and each party forever waives any such defense.


 






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8. Interpretation;
Construction.


 


The
headings and captions used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. The use of the word “including” (and with correlative meaning “include”) herein shall
mean “including without limitation.” The words “hereof,” “herein,” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision
of this Agreement. References herein to a specific Section or Subsection, shall refer, respectively, to Sections or Subsections
of this Agreement. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. References
herein to any gender shall include each other gender. The word “or” shall not be exclusive unless the context clearly
requires the selection of one (but not more than one) of a number of items. References to “written” or “in writing”
include in electronic form. References herein to any Person shall include such Person’s heirs, executors, personal representatives,
administrators, successors and assigns; provided, however, that nothing contained in this Section 8 is intended to authorize
any assignment or transfer not otherwise permitted by this Agreement. References herein to a Person in a particular capacity or
capacities shall exclude such Person in any other capacity. References herein to any Contract or agreement (including this Agreement)
mean such Contract or agreement as amended, restated, supplemented or modified from time to time in accordance with the terms
thereof. With respect to the determination of any period of time, the word “from” means “from and including”
and the words “to” and “until” each means “to but excluding.” References herein to any Law
shall be deemed also to refer to all rules and regulations promulgated thereunder. The word “extent” in the phrase
“to the extent” (or similar phrases) shall mean the degree to which a subject or other thing extends, and such phrase
shall not mean simply “if”. Except where otherwise expressly provided, all amounts in this Agreement are stated and
shall be paid in United States currency. The parties hereto and their respective counsel have reviewed, negotiated and adopted
this Agreement as the joint agreement and understanding of the parties, and the language used in this Agreement shall be deemed
to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against
any Person.


 


9. Amendment
and Waiver.


 


No
amendment, modification or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed
by Pubco and Shareholder, and unanimously consented to by the Disinterested Independent Directors. No waiver by any party of any
default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed to
extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior
or subsequent such occurrence.


 






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10. Notices.


 


All
notices, demands, requests, instructions, claims, consents, waivers and other communications to be given or delivered under or
by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered
(or, if delivery is refused, upon presentment), (b) when delivered by fax or email (with affirmative confirmation of receipt),
(c) one Business Day after delivery by reputable internationally recognized overnight express courier (charges prepaid) or (d) three
(3) Business Days following mailing by certified or registered mail, postage prepaid and return receipt requested, in each case
to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


If
to Pubco:


 


Anghami
Inc.


Dubai
Internet City, Building 17, 2nd Floor, Office 254

Attn: Edgard Maroun and Legal

Tel. No.:         +961 3 241 435 / +971 55 646 0575 / + 961 3 810 690 / + 971 55 927 32

Email: edy@anghami.com / legal@anghami.com


 


with
copies to:


 


Norton
Rose Fulbright

1301 McKinney, Suite 5100


Houston,
Texas 77010

Attn: Brian Fenske and Ayse Yuksel Mahfoud

Tel. No.: 713-651-5557 and +90 212 386 1310

Email: brian.fenske@nortonrosefulbright.com and

 ayse.yuksel@nortonrosefulbright.com


 


and


 


F.
Jacob Cherian

30 Wall Street, 8th Floor

New York, NY 10005

Tel. No: (212) 859-3525

Email: fjc@vmac.media and


 


Winston
& Strawn LLP

35 W. Wacker

Chicago, Illinois 60601


	 	Attn:	Jason Osborn
	 	 	David Sakowitz





	 	Fax No.: 	312-558-5700
	 	Tel. No.:	[___________]
	 	Email:	josborn@winston.com
	 	 	dsakowitz@winston.com


 


If
to Shareholder:


 


[●]


[●]


[●]


Attn:
[●]


Email:
[●]


 


with
a copy to:


 


[●]


[●]


[●]


Attn:
[●]


Email:
[●]


 






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11. Entire
Agreement.


 


This
Agreement and the agreements and documents referred to herein, including any exhibits and schedules attached hereto, together
with the Business Combination Agreement, and the other Transaction Agreements, contain the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether
written or oral, relating to such subject matter in any way. Furthermore, this Agreement embodies the justifiable expectations
of sophisticated parties derived from arm’s-length negotiations and no Person has any special relationship with another
Person that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.
Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited
by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be
cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties,
and the obligations and liabilities of Shareholder and its Affiliates, under this Agreement, are in addition to their respective
rights, remedies, obligations and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or
other requirements of statutory or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract,
including any agreement between Shareholder or its Affiliate and any of the Covered Parties. Nothing in the Business Combination
Agreement will limit any of the obligations, liabilities, rights or remedies of Shareholder or the Covered Parties under this
Agreement, nor will any breach of the Business Combination Agreement or any other agreement between Shareholder or its Affiliate
and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any
term or condition of any other agreement between Shareholder or its Affiliate and any of the Covered Parties conflicts or is inconsistent
with the terms and conditions of this Agreement, the more restrictive terms will control as to Shareholder or its Affiliate, as
applicable.


 


12. Authority
to Act on Behalf of Covered Parties.


 


The
parties acknowledge and agree that from and after the Closing, the Disinterested Independent Directors, by a majority of the Disinterested
Independent Directors, are authorized and shall have the sole right to act on behalf of Pubco and the other Covered Parties under
this Agreement, including the right to enforce Pubco’s and the other Covered Parties’ rights and remedies under this
Agreement. For purposes of this Agreement, a “Disinterested Independent Director” means an independent director
serving on Pubco’s board of directors at the applicable time of determination that is disinterested in this Agreement (i.e.,
such independent director is not Shareholder, an Affiliate of Shareholder, or an officer, director, manager, employee, trustee
or beneficiary of Shareholder or its Affiliate, nor an immediate family member of any of the foregoing) and any other Restrictive
Covenant Agreement entered into by Pubco in connection with the Transactions. Without limiting the foregoing, in the event that
Shareholder or its Affiliate serves as a director, officer, employee or other authorized agent of a Covered Party, Shareholder
or its Affiliate shall have no authority, express or implied, to act or make any determination on behalf of a Covered Party in
connection with this Agreement or any dispute or Proceeding respect hereto.


 


13. Counterparts;
Electronic Delivery.


 


This
Agreement may be executed and delivered in one or more counterparts and by fax or email, each of which shall be deemed an original
and all of which shall be considered one and the same agreement. No party shall raise the use of a fax machine or email to deliver
a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a fax
machine or email as a defense to the formation or enforceability of a Contract and each party forever waives any such defense.


 


14. Effectiveness.



 


This
Agreement shall be binding upon Shareholder upon its execution and delivery of this Agreement, but this Agreement shall only become
effective upon the consummation of the Transactions. In the event that the Business Combination Agreement is validly terminated
in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically terminate and become
null and void, and the parties shall have no obligations hereunder.


 


[Remainder
of this page is intentionally blank. Signature page follows.]


 






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IN
WITNESS WHEREOF, the undersigned parties have executed and delivered this Agreement as of the date first written above.


 


	 	PUBCO
	 	 	 
	 	ANGHAMI INC. 
	 	 	 
	 	By:	                     
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	Shareholder
	 	 	 
	 	By:	 
	 	Name: 	 


 





Signature Page to Restrictive Covenant
Agreement