Exhibit
4.5


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
OTHER THAN (I)                    OR
AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF OR                         OF ANY SUCH UNDERWRITER
OR SELECTED DEALER.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY VISTAS MEDIA ACQUISITION COMPANY INC. (“COMPANY”)
OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY
OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S
TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED
TIME PERIOD OR FIVE YEARS FROM THE EFFECTIVE DATE.


  


Form
of Share Purchase Warrant


 


For
the Purchase of              Shares


of


VISTAS
MEDIA ACQUISITION COMPANY INC.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of                  
(“Holder”), as registered owner of this Purchase Warrant, to Vistas Media Acquisition Company Inc., a Delaware corporation
(the “Company”), Holder is entitled, at any time or from time to time upon the later of the consummation of a Business
Combination or one year after the effective date (“Effective Date”) of the Company’s registration statement
on Form S-1 (File No. 333-239819) (the “Registration Statement”) (the “Commencement Date”), and
at or before 5:00 p.m., New York time, on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the
Company’s Registration Statement pursuant to which the Company’s securities are offered for sale to the public in the Company’s
initial public offering (“Offering”) in the event the Company has not completed a Business Combination within the
required time period and (ii) five years from the Effective Date of the Registration Statement (“Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to              shares of Company’s Class A common stock,
par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration
Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees
not to take any action that would terminate this Purchase Warrant, except as otherwise provided herein or with the Holder’s consent.
This Purchase Warrant is initially exercisable at $12.00 per Share; provided, however, that upon the occurrence of any
of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and
the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 






     



     


    

 


 2. Exercise.




 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank
check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., New York time, on the Expiration
Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and
expire.


 


2.2
Cashless Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion
thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which
event the Company will issue to Holder Shares in accordance with the following formula:


 


				Y(A-B)	 
	 	X	=     	A	 



  


Where: 


 


		X	=
                                                 The number of Shares to be issued to Holder;






		Y	=
                                                 The number of Shares for which the Purchase Warrant is being exercised;



		A	=
                                                 The fair market value of one Share; and



		B	=
                                                 The Exercise Price.



 


For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if
                                            the Company’s Shares are traded on a national securities exchange, the fair market
                                            value shall be deemed to be the closing price on such exchange on the trading day immediately
                                            preceding the date on which the Holder elects to exercise this Purchase Warrant, which shall
                                            be set forth in the in the applicable notice of exercise; or



 


		(ii)	if
                                            the Company’s Shares are traded on any tier of the OTC Markets or any successor over-the-counter
                                            market, the fair market value shall be deemed to be the closing bid price on the over-the-counter
                                            market on the trading day immediately preceding date on which Holder elects to exercise this
                                            Purchase Warrant, which shall be set forth in the applicable notice of exercise; or



 


		(iii)	if
                                            clauses (i) or (ii) do not apply, the fair market value shall be the fair market value of
                                            the Shares as determined in good faith by the Company’s Board of Directors.



 


2.3
Legend. Each certificate for the Shares purchased under this Purchase Warrant shall bear a legend as follows unless such Shares
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
state law which, in the opinion of counsel to the Company, is available.”


 






     2 


     


    

 


 3. Transfer.




 


3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of 180 days following the Effective Date to
anyone other than: (i)                   (the “Underwriter”) or an underwriter or a selected dealer participating in the Offering,
or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer, in each case in accordance with
FINRA Conduct Rule 5110(g)(1), or cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the
securities hereunder, except as provided for in FINRA Rule 5110(g)(2). After 180 days after the Effective Date, transfers to others may
be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment
of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days upon receipt of the completed
assignment form and payment of all transfer taxes, if any, transfer this Purchase Warrant on the books of the Company and shall execute
and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to
purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.
The term “Business Day” means any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions
are authorized or obligated by law to close in New York, New York.


 


3.2
Restrictions Imposed by the Act. The Shares evidenced by this Purchase Warrant shall not be transferred unless and until: (i)
the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company
(the Company hereby agreeing that the opinion of Ellenoff Grossman & Schole LLP shall be deemed satisfactory evidence of the availability
of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer
and sale of such Shares has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established. The Company acknowledges that this Purchase Warrant and the
Shares issuable upon exercise of this Purchase Warrant have been registered pursuant to the Registration Statement.


 


 4. Registration Rights




 


4.1
Demand Registration


 


4.1.1
Grant of Right. If at any time prior to the earlier of the Expiration Date or the five-year anniversary of the Effective Date,
a Registration Statement covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written
demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrant and/or the underlying Shares
(“Majority Holders”), agrees to use its best efforts to register (the “Demand Registration”) under
the Act, on one occasion, the Shares underlying all or any portion of the Purchase Warrant (collectively, the “Registrable
Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective
amendment to the Registration Statement covering the Registrable Securities as expeditiously as possible after receipt of the Initial
Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon as
possible thereafter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Warrant and/or Registrable Securities
of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who
wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen
(15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled
to have their Registrable Securities included in the Demand Registration. The Company shall not be required to effect more than one (1)
Demand Registration under this Section 4.1 in respect of all Registrable Securities.


 






     3 


     


    

 


4.1.2
Effective Registration. Notwithstanding Section 4.1.5, a registration will not count as a Demand Registration until the registration
statement filed with the Commission, with respect to such Demand Registration, has been declared effective and the Company has complied
with all of its obligations under this Purchase Warrant with respect thereto.


 


4.1.3
Underwritten Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice,
the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In
such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent
provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such underwriting by the Majority Holders.


 


4.1.4
Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other Shares or other securities which the Company desires to sell and the
Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other
shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such
offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”),
then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders (pro rata in accordance with the number of shares that each such person has requested be included in such registration,
regardless of the number of shares held by each such person (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (i), the Shares or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (i) and (ii), the Shares or other securities registrable pursuant to the terms of the Registration Rights Agreement between the
Company and the Sponsor and initial shareholders of the Company, dated as of August 6, 2020 (the “Registration Rights Agreement” and such registrable securities, the “Investor Securities”), as to which “piggy-back” registration
has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Shares or
other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Shares.


 






     4 


     


    

 


4.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled
to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to
the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue
its obligations under Section 4.1, provided that, any such withdrawal will not count as the Demand Registration if the Demanding Holders
pay all of the Company’s out-of-pocket expenses, with respect to such withdrawn registration.


 


4.1.6 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event
shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation
doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their
shares of capital stock of the Company. The Company shall use its best efforts to cause any registration statement or post-effective
amendment filed pursuant to the demand rights granted under Section 4.1.1 to remain effective for a period of nine consecutive
months from the effective date of such registration statement or post-effective amendment.


 


4.2 Piggy-Back
Registration.


 


4.2.1
Piggy-Back Rights. If at any time during the seven year period commencing on the Effective Date the Company proposes to file
a registration statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for
their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 4.1), other than
a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders
of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing
underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into
an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.


 






     5 


     


    

 


4.2.2
Reduction of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Shares which the
Company desires to sell, taken together with Shares, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 4.2, and the Shares, if any, as to which registration has been requested pursuant to the written
contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company
shall include in any such registration:


 


(a) If
the registration is undertaken for the Company’s account: (A) first, Shares or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the Shares or other securities, if any, comprised of Registrable Securities, as to which
registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders,
Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares
has not been reached under the foregoing clauses (A) and (B), the Shares or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold
without exceeding the Maximum Number of Shares;


 


(b) If
the registration is a “demand” registration undertaken at the demand of holders of Investor Securities: (A) first, the Shares
or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;
(B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Shares or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable Securities,
Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number
of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B)
and (C), the Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares; and


 


(c) If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities or of Investor Securities: (A) first, the Shares or other securities for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Shares or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), collectively the Shares or other securities comprised of Registrable Securities and Investor Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof and of the Registration Rights Agreement, as applicable, that can
be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the Shares or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum
Number of Shares.


 






     6 


     


    

 


4.2.3
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration
statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 4.2.4.


 


4.2.4
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses
of one legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the
Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to
the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable
registration statement filed (during the period in which the Purchase Warrant is exercisable) by the Company until such time as all of
the Registrable Securities have been registered and sold. The Holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice within ten days of the receipt of the Company’s notice of its intention to
file a registration statement. The Company shall use its best efforts to cause any registration statement filed pursuant to the above
“piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities
are first given the opportunity to sell all of such securities.


 


4.3 General
Terms.


 


4.3.1
Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against
litigation, commenced or threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company
or between the underwriter and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act
or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant
to which the Company has agreed to indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company,
the Underwriter and the other underwriters named therein dated the Effective Date (“Underwriting Agreement”). The
Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally,
and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to
which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such
Holders, or their successors or assigns, for specific inclusion in such registration statement or arising from any omission or the alleged
omission to state a material fact required to be stated therein or necessary to make the statement contained therein not misleading in
connection with the registration of the Registrable Securities, to the same extent and with the same effect as the provisions contained
in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify the Company.


 






     7 


     


    

 


4.3.2
Exercise of Purchase Warrant. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise
their Purchase Warrant prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3 Documents
Delivered to Holders. The Company shall furnish the Underwriter, for as long as it is a Holder, as representative of the Holders
participating in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of
counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a
“cold comfort” letter dated the effective date of such registration statement (and, if such registration includes an
underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company’s financial statements included in such registration statement, in
each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein)
and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in
underwritten public offerings of securities. The Company shall also deliver promptly to the Underwriter, as representative of the
Holders participating in the offering, the correspondence and memoranda described below and copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with
respect to the registration statement and permit the Underwriter, as representative of the Holders, to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems
reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to
such reasonable extent and at such reasonable times and as often as the Underwriter, as representative of the Holders, shall
reasonably request. The Company shall not be required to disclose any confidential information or other records to the Underwriter,
as representative of the Holders, or to any other person, until and unless such persons shall have entered into reasonable
confidentiality agreements (in form and substance reasonably satisfactory to the Company), with the Company with respect
thereto.


 


4.3.4
Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected
by any Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such
managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such
Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except
as they may relate to such Holders and their intended methods of distribution. However, such Holders shall agree to such covenants and
indemnification and contribution obligations for selling shareholders as are customarily contained in agreements of that type used by
the managing underwriter. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation
of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section
4. Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended
method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 






     8 


     


    

 


4.3.5
Rule 144 Sale. Notwithstanding anything contained in this Section 4 to the contrary, the Company shall have no obligation pursuant
to Sections 4.1 or 4.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where such
Holder would then be entitled to sell under Rule 144 all of the Registrable Securities then held by such Holder, or (ii) where the number
of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such
Holder were an affiliate within the meaning of Rule 144).


 


4.3.6
Supplemental Prospectus. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event as
a result of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus,
and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to
the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of
the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


4.3.7.
Information to be Provided by Holders to Company. It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Section 4 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish
to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such
securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. In addition, each Holder
confirms that it shall comply with any and all prospectus delivery requirements under applicable Commission rules and regulations.


 


 5. New Purchase Warrants to be Issued.




 


5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 






     9 


     


    

 


 6. Adjustments.




 


6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth, subject to compliance with FINRA Rule 5110(f)(2)(G)(vi) and
(vii):


 


6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the
Exercise Price shall be proportionately decreased.


 


6.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the
Exercise Price shall be proportionately increased.


 


6.1.3
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any
share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation
or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity
of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification
also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1,
6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this
Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.


 






     10 


     


    

 


6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger
of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which
does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant
then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive,
upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation or merger, by a holder of the number of Shares of the Company for which such Purchase
Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer.
Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section
6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares
upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


7. Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed
(subject to official notice of issuance) on a national securities exchange or quoted on any tier of the OTC Bulletin Board or any successor
trading market on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


 8. Certain Notice Requirements.




 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as
a shareholder of the Company. However, if at any time prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing
of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice
given to the other shareholders of the Company in connection with the events described in Section 8.2 below at the same time and in the
same manner that such notice is given to the shareholders.


 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to
all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for
shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or
substantially all of its property. assets and business shall be proposed.


 






     11 


     


    

 


8.3 Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“nice Notice”). The Price Notice shall describe the event causing
the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.


 


8.4 Transmittal
of Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and addressed to
the other party at its address set forth below (or to such other address that the receiving party may designate from time to time in
accordance with this Section 8.4), and shall be deemed to have been given (a) three (3) days after mailing if sent by certified mail
return receipt requested, (b) one (1) day after mailing if sent by receipted overnight carrier (i.e. Federal Express), provided that
proof of delivery or rejection is obtained, or (c) when delivered if by hand or sent by email to the physical address or email
address set forth below.


 


If
to the Holder:


 


                                           


                                           


              


                                           


 


If
to the Company:


 


Vistas
Media Acquisition Company Inc.


30
Wall Street, 8th Floor


New
York, NY 10005


Attn:
F. Jacob Cherian, Chief Executive Officer


 


9. Miscellaneous.


 


9.1 Amendments. The Company and the Underwriter
may from time to time supplement or amend this Purchase
Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained
herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder that the Company and the Underwriter may deem necessary or desirable and that the Company and the
Underwriter deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the
written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2 Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.


 






     12 


     


    

 


9.3.
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to
it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall
be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor. The Company and the Holder hereby irrevocably waive, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.


 


9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


9.7
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that,
at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities
or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 






     13 


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the 11th day
of August, 2020.


 





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





 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


    


    

 


[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


 


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for _________ shares of Class A common stock, par
value $0.0001 per share (the “Shares”), of VISTAS MEDIA ACQUISITION COMPANY INC., a Delaware corporation (the
“Company”), and hereby makes payment of $______ (at the rate of $______ per Share) in payment of the Exercise
Price pursuant thereto. Please issue the Shares as to
which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant
representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase_______________ Shares of the Company under the
Purchase Warrant for ___________ Shares, as determined in
accordance with the following formula:


 


Y(A-B)




X =     A


 


Where,


 


		X	=
                                                 The number of Shares to be issued to Holder;



		Y	=     
                                            The number of Shares for which the Purchase Warrant is being exercised;



		A	=     
                                            The fair market value of one Share which is equal to $_______; and



		B	=
                                                 The Exercise Price which is equal to $_______ per share



 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature
                                                                                                                


 


Signature
Guaranteed                                                                                            


 






     


    


    

 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print
in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 



 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




     


    


    

 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of Class A common
stock, par value $0.0001 per share, of VISTAS MEDIA ACQUISITION COMPANY INC., a Delaware corporation (the
“Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the
books of the Company.


 


Dated:
__________, 20___


 


Signature
                                                                                                                


 


Signature
Guaranteed                                                                                             


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.