Exhibit 10.5


 





PRIVATE PLACEMENT UNITS
PURCHASE AGREEMENT


 


This PRIVATE PLACEMENT
UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2020, by and between Vistas Media
Acquisition Company Inc., a Delaware corporation with a principal place of business at 30 Wall Street, 8th Floor, New York, New
York 10005 (the “Company”), and I-Bankers Securities, Inc. (the “Subscriber”).


 


WHEREAS, the Company desires
to sell to Subscriber on a private placement basis (the “Offering”) an aggregate of 75,000 units (the “Units”)
of the Company, each Unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one warrant (“Warrant”), for a purchase price of $750,000, or $10.00
per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares”.
The shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement
Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.”
The Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”
Each Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share during
the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public
offering of units (the “IPO”) and (ii) 30 days following the consummation of the Company’s initial business
combination (the “Business Combination”), as such term is defined in the registration statement in connection
with the IPO, as amended at the time it becomes effective (the “Registration Statement”), and expiring on the
fifth anniversary of the effective date of the registration statement for the Company’s IPO; and


 


WHEREAS, Subscriber wishes
to purchase 75,000 Units for a purchase price of $750,000 and the Company wishes to accept such subscription from Subscriber.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1. Agreement to Subscribe


 


1.1. Purchase and Issuance
of the Units. Upon the terms and subject to the conditions of this Agreement, Subscriber hereby agrees to purchase from the Company,
and the Company hereby agrees to sell to Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment
of the Purchase Price (as defined below). On the Closing Date, the Company shall deliver (via book entry) to Subscriber the Securities
purchased.


 


1.2. Purchase Price. As
payment in full for the Units being purchased under this Agreement, Subscriber shall pay an aggregate of $750,000 (the “Purchase
Price”) by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the
Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), no later than
one (1) business day prior to the date of effectiveness of the Registration Statement.


 


1.3. Closing. The closing
of the purchase and sale of the Units shall take place simultaneously with the closing of the IPO (the “Closing Date”).
The closing of the purchase and sale of the Units shall take place at the offices of Winston & Strawn LLP, 200 Park Avenue,
New York, New York 10166, or such other place as may be agreed upon by the parties hereto.


 


1.4 Termination. This Agreement
and each of the obligations of the undersigned shall be null and void and without effect if the IPO does not close prior to December
31, 2020.


 


2. Representations
and Warranties of Subscriber


 


Subscriber represents and
warrants to the Company that:


 


2.1. No Government Recommendation
or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of
the Company or the Offering of the Securities.


 


2.2. Accredited Investor.
Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby
is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.


 






    


     


    

2.3. Intent. Subscriber
is purchasing the Securities solely for investment purposes, for Subscriber’s own account, and not with a view to the distribution
thereof and Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted
hereunder. Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities
Act.


 


2.4. Restrictions on Transfer.
Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United
States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the
future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B)
pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with
any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges
and understands the Securities are subject to lock up and transfer restrictions as described in Section 8 hereof. Subscriber agrees
that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer,
Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer.
Absent registration or another available exemption from registration, Subscriber agrees it will not resell the Securities unless
otherwise permitted hereunder. Subscriber further acknowledges that, because the Company is a shell company, Rule 144 may not
be available to Subscriber for the resale of the Securities until the one-year anniversary following consummation of the Business
Combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.


 


2.5. Sophisticated Investor.


 


(i) Subscriber is sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber is aware
that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, the Securities
are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is able to bear
the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6. Independent Investigation.
Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not
relied upon any information or representations made by any third parties or upon any oral or written representations or assurances
from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set
forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had
an opportunity to ask questions of, and receive answers from, the Company’s officers and directors concerning the Company
and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company
as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber
has been supplied with all of the additional information concerning this investment which Subscriber has requested.


 


2.7 Organization and Authority.
Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware and it possesses all
requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8. Authority. This Agreement
has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance
with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally.


 


2.9. No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any agreement or instrument
to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement,
order, judgment or decree to which Subscriber is subject.


 


2.10. No Legal Advice from
Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this
Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 






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2.11. Reliance on Representations
and Warranties. Subscriber understands the Units are being offered and sold to Subscriber in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company
is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber
set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12. No General Solicitation.
Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or general advertising, including
but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media
or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect to the
IPO filed with the Securities and Exchange Commission (the “SEC”).


 


2.13. Legend. Subscriber
acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


3. Representations,
Warranties and Covenants of the Company


 


The Company represents
and warrants to, and agrees with, Subscriber that:


 


3.1. Valid Issuance of
Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 400,000,000
shares of common stock, including 380,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B common stock, $0.0001
par value per share (“Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001
par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 2,875,000
shares of Class B Common Stock (of which up to 375,000 shares are subject to forfeiture as described in the Registration Statement),
no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have
been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2 Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be entered into
between the Company and Continental, as warrant agent (the “Warrant Agreement”), each of the Units, Placement
Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance
of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Warrant Agreement, Subscriber will have or receive good title to the Units, Placement Shares and Placement
Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and
(ii) transfer restrictions under federal and state securities laws.


 


3.3. Organization and Qualification.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization; Enforcement.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement
by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate
action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, (iii) this
Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy, (iv) the Units, when issued and delivered in the manner set forth herein, will constitute
valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application
and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy and (v) the Placement Warrants, when issued and delivered in the manner set forth herein, will constitute valid
and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application
and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy.


 






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3.5. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s second amended and restated certificate of
incorporation or by-laws, (ii) conflict with, or constitute a default under any agreement or instrument to which the Company
is a party or (iii) result in a violation of any law, statute, rule or regulation to which the Company is subject or any
agreement, order, judgment or decree to which the Company is subject. Other than any SEC or state securities filings which
may be required to be made by the Company subsequent to the closing of the IPO, and any registration statement which may be
filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any
consent, authorization or order of, or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, Placement
Shares, Placement Warrants or the Warrant Shares in accordance with the terms hereof.


 


4. Legends


 


4.1. Legend. The Company
will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by Subscriber in
the name of Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS PURSUANT TO AN AGREEMENT BETWEEN VISTAS MEDIA ACQUISITION COMPANY
INC. AND I-BANKERS SECURITIES, INC. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”


 


4.2. Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements to comply with all
applicable securities laws upon resale of the Securities.


 


4.3. Company’s Refusal
to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment
of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith.


 


4.4 Registration Rights.
Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into between, among others, Subscriber and the Company, on or prior to the effective
date of the Registration Statement and in compliance with FINRA Rule 5110(f)(2)(G).


 


5. Waiver of Liquidation
Distributions


 


In connection with
the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of
any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in
connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection
with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of
shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business
Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s second amended and
restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100%
of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to
any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event Subscriber
purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to
receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common
Stock in the IPO in the event the Company fails to consummate the Business Combination.


 






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6. Terms of Placement
Warrants


 


6.1 Terms. Each Placement
Warrant shall have the terms set forth in the Warrant Agreement.


 


6.2. Failure to
Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or in the
event that the Company does not consummate the Business Combination within 12 months from the consummation of the IPO (or up
to 18 months from the consummation of the IPO if the Company extends the period of time to consummate a business combination
as provided in its second amended and restated certificate of incorporation), unless otherwise extended by the Company.


 


6.3. Termination of Rights
as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor
in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is
appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for
the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary
to effect the foregoing.


 


7. Rescission Right
Waiver and Indemnification


 


7.1. Subscriber understands
and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation
of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units, the
offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind its purchase
of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the
amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration,
as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made
in order to induce the Company to sell the Units to Subscriber. Subscriber agrees that the foregoing waiver of rescission rights
shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses
in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses
reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with
any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the
Units and the transactions contemplated hereby.


 


7.2. Subscriber agrees
not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim
that may arise now or in the future.


 


7.3. Subscriber acknowledges
and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7.


 


7.4. Subscriber agrees
that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such waiver
for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a
legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.


 


8. Lockup


 


Subscriber acknowledges
and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation
of the Business Combination, except (1) to any persons (including their affiliates and shareholders) participating in the IPO,
officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst
initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to
its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate
family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning
purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order,
(7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private
sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for
no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted
transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same
agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed
compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for
a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of
the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities
may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration
Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates
of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person during such
180-day period.


 






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9.       Terms
of the Units and Placement Warrants


 


9.1 The Units and their
component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts
will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business
Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by Subscriber (or any of its permitted
transferees), and may be exercisable on a “cashless” basis if held by Subscriber or its permitted transferees, as further
described in the Warrant Agreement, and (iii) the Units and component parts are being purchased pursuant to an exemption from the
registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup period
described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the
date of the Prospectus or an exemption from registration is available, and the restrictions described above in clause (i) have
expired.


 


9.2 Subscriber agrees
to vote the Placement Shares in favor of the Business Combination, as further described in the Registration Statement.


 


10. Governing Law;
Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be
governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within
such state, without regards to the conflicts of laws principles thereof. Any suit brought by either party shall be brought in the
state or federal courts sitting in New York County in the State of New York. The parties hereto hereby waive any right to a jury
trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.


 


11. Assignment; Entire
Agreement; Amendment


 


11.1. Assignment. Neither
this Agreement nor any rights hereunder may be assigned, in whole or in part, by any party to any other person without the prior
written consent of the other party hereto except that Subscriber may assign this Agreement, or any of its rights hereunder, to
a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


11.2. Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any and every nature among them with respect to such subject
matter.


 


11.3. Amendment. Except
as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought.


 


11.4. Binding upon Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns.


 


12. Notices


 


12.1 Notices. Unless otherwise
provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally
delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier
(which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or mailed to said
party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate
for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the
scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of
transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall
be deemed to be delivered when directed to an electronic mail address at which such party has consented to receive notice.


 






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13. Counterparts


 


This Agreement may be executed
in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


14. Survival; Severability


 


14.1. Survival. The representations,
warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


14.2. Severability. In
the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


15. Headings


 


The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


[Signature Page Follows]


 


 


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.


 


	 	VISTAS MEDIA ACQUISITION COMPANY, INC.
	 	 	 
	 	By:	 
	 	 	Name: F. Jacob Cherian
	 	 	Title:   Chief Executive Officer


 


	 	I-BANKERS SECURITIES, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: [             ]
	 	 	Title:   [                ]


 

 


 


 


[Signature Page to Private Placement Units Purchase Agreement]