Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT



 


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”).


 


WHEREAS, the Company’s registration statement on Form
S-1, File No. 333-253272 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering (the “Offering”) of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”),
and one-fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting Agreement
(the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus, $150,000,000 of the
gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $172,500,000
if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held
in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of
the Property equal to $5,250,000, or $6,037,500 if the Underwriters’ over-allotment option is exercised in full, is attributable
to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently
with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank,
N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction of the
Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company,
the Trustee may not invest in any other securities or assets; it being understood that the Trust Account will earn no interest
while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or
other consideration;


 






     


     


    

 


(d) Collect and receive, when due, all interest or other income
arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Promptly notify the Company and the Representative of all
communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents as may be
requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding for protecting or
enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements of the
activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only after and
promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on
behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer
of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust
Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter
and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the
Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior
to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust
Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders
of record as of such date;


 


(j) Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal
Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the
Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or
other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long as there is
no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that
to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and
agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds,
and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption
Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders on behalf of the Company the amount
requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a
shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A)
to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial business combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “public
shares”) if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre- initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said
request; and


 






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(l) Not make any withdrawals or distributions from the Trust
Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice
President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j),
and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold the Trustee harmless and
indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered
by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses
and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to
as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule A
hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject
to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees
unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company
shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and
as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s shareholders
regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving
the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit
or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such
Business Combination;


 


(e) Provide the Representative with a copy of any Termination
Letter(s), Tax Payment Withdrawal Instruction(s), Shareholder Redemption Withdrawal Instruction(s), and/or any other correspondence
that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company and the Representative,
ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative
on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those distributions that
are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under
this Agreement; and


 






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(h) Within four (4) business days after the Underwriters exercise
the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with
a notice in writing of the total amount of the Deferred Discount.


 


3. Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire or otherwise
be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 


(b) Take any action with respect to the Property, other than
as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of
the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless
and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal of any Property;


 


(e) Assume that the authority of any person designated by the
Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which
counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the information contained in the
Registration Statement;


 


(h) Provide any assurance that any Business Combination entered
into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect to the Trust Account
with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable
by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports, income or other tax
returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of
whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant
to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise approve the Company’s
written requests for distributions pursuant to Sections 1(i), 1(j), or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section
2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 






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5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company that
it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that
a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in
the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with
the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b) At such time that the Trustee has completed the liquidation
of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property
in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the
Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such
confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from
any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j), and 1(k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then-outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share of the Company, voting together as a single class; provided
that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection
with a shareholder vote to amend this Agreement (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial business combination or to redeem 100% of its public shares if the Company
does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated
memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial Business Combination activity), this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction and venue
of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder.
AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






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(e) Any notice, consent or request to be given in connection
with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


VIDA FLaSH Acquisitions


8840 Wilshire, Floor 2


Beverly Hills, CA 90211


Attention: Frank Litvack, Chief Executive Officer


 


in each case, with copies to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


Attn: Joel L. Rubinstein


Email: joel.rubinstein@whitecase.com


 


and


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, New York 10017


Attn: Derek J. Dostal


Email: derek.dostal@davispolk.com


 


(f) Each of the Company and the Trustee hereby represents that
it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint product of the Trustee and the
Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall
not be construed for or against any party hereto.


 


(h) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
delivery thereof.


 


(i) Each of the Company and the Trustee hereby acknowledges
and agrees that the Representative on behalf of the Underwriters are third-party beneficiaries of this Agreement.


 


(j) Except as specified herein, no party to this Agreement may
assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly executed this
Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 
	 	VIDA FLASH ACQUISITIONS
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Investment Management Trust Agreement]


 




     


     


    

 


SCHEDULE A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i), 1(j) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i), 1(j) and 1(k)	 	 	Prevailing rates	 


 



     


     


    

 


EXHIBIT A 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between VIDA FLaSH Acquisitions (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of , 2021 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as
you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, the Company
hereby authorizes you to commence to liquidate all of the assets of the Trust Operating Account, and to transfer the proceeds to
a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Operating Account at J.P. Morgan Chase Bank, N.A., will be immediately available for transfer to the account
or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf
of the Underwriters (with respect to the Deferred Discount)).


 


On the Consummation Date (i) counsel for the Company shall deliver
to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer
of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall
deliver to you (a) a certificate by the Chief Executive Officer or Chief Financial Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by
the Company and the Representative with respect to the transfer of the funds held in the Trust Operating Account, including payment
of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount
directly to the account or accounts directed by the Representative from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 






     


     


    

 


In the event that the Business Combination is not consummated
on the Consummation Date described in the notice thereof and the Company has not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the
Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	VIDA FLaSH Acquisitions
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed and acknowledged by:	 
	 	 
	Goldman Sachs & Co LLC	 
	 	 	 
	By:	    	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


EXHIBIT B 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


	Re:	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between VIDA FLaSH Acquisitions (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles
of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, the Company
hereby authorizes you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated
account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected __________1
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Memorandum and Articles of Association. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	VIDA FLaSH Acquisitions
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Goldman Sachs & Co. LLC


 


		1	24
months from the closing of the Offering, or at a later date, if extended.



 





     


     


    

 


EXHIBIT C 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


	Re:	Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between VIDA FLaSH Acquisitions (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax obligations
as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION] 


 


	 	Very truly yours,
	 	 
	 	VIDA FLaSH Acquisitions
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:
	 	 
	cc: Goldman Sachs & Co. LLC	 


 




     


     


    

 


EXHIBIT D 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


	Re:	Trust Account - Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between VIDA FLaSH Acquisitions (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest
income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution
to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Shareholders
who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve
an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or
timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination
or to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such
time as is described in the Company’s amended and restated memorandum and articles of association or (B) with respect to
any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. As such, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	VIDA FLaSH Acquisitions
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:
	 	 
	cc: Goldman Sachs & Co. LLC