Vistas Media Acquisition Co Inc. - FORM S-1/A - EX-3.1 - CERTIFICATE OF INCORPORATION - July 27, 2020

Attached files

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EX-99.6 - CONSENT OF ABHINAV SOMANI - Vistas Media Acquisition Co Inc.fs12020a1ex99-6_vistas.htm
EX-99.5 - CONSENT OF KLAAS BAKS - Vistas Media Acquisition Co Inc.fs12020a1ex99-5_vistas.htm
EX-99.4 - CONSENT OF BENJAMIN WAISBREN - Vistas Media Acquisition Co Inc.fs12020a1ex99-4_vistas.htm
EX-99.3 - CONSENT OF MARC IYEKI - Vistas Media Acquisition Co Inc.fs12020a1ex99-3_vistas.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Vistas Media Acquisition Co Inc.fs12020a1ex99-2_vistas.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Vistas Media Acquisition Co Inc.fs12020a1ex99-1_vistas.htm
EX-23.1 - CONSENT OF PRAGER METIS CPAS LLC. - Vistas Media Acquisition Co Inc.fs12020a1ex23-1_vistas.htm
EX-14 - FORM OF CODE OF ETHICS - Vistas Media Acquisition Co Inc.fs12020a1ex14_vistas.htm
EX-10.10 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND VISTAS MEDI - Vistas Media Acquisition Co Inc.fs12020a1ex10-10_vistas.htm
EX-10.9 - SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND VISTAS MEDIA SPONSO - Vistas Media Acquisition Co Inc.fs12020a1ex10-9_vistas.htm
EX-10.8 - PROMISSORY NOTE ISSUED TO VISTAS MEDIA SPONSOR, LLC - Vistas Media Acquisition Co Inc.fs12020a1ex10-8_vistas.htm
EX-10.7 - FORM OF INDEMNITY AGREEMENT - Vistas Media Acquisition Co Inc.fs12020a1ex10-7_vistas.htm
EX-10.6 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND - Vistas Media Acquisition Co Inc.fs12020a1ex10-6_vistas.htm
EX-10.5 - FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND I- - Vistas Media Acquisition Co Inc.fs12020a1ex10-5_vistas.htm
EX-10.4 - PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT - Vistas Media Acquisition Co Inc.fs12020a1ex10-4_vistas.htm
EX-10.3 - FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, VISTAS MEDIA SPONSOR - Vistas Media Acquisition Co Inc.fs12020a1ex10-3_vistas.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Vistas Media Acquisition Co Inc.fs12020a1ex10-2_vistas.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, VISTAS MEDIA SPONSOR, LLC AND EAC - Vistas Media Acquisition Co Inc.fs12020a1ex10-1_vistas.htm
EX-5.1 - OPINION OF WINSTON & STRAWN LLP - Vistas Media Acquisition Co Inc.fs12020a1ex5-1_vistas.htm
EX-4.5 - FORM OF REPRESENTATIVE'S WARRANT - Vistas Media Acquisition Co Inc.fs12020a1ex4-5_vistas.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Vistas Media Acquisition Co Inc.fs12020a1ex4-4_vistas.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Vistas Media Acquisition Co Inc.fs12020a1ex4-3_vistas.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - Vistas Media Acquisition Co Inc.fs12020a1ex4-2_vistas.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Vistas Media Acquisition Co Inc.fs12020a1ex4-1_vistas.htm
EX-3.4 - BYLAWS - Vistas Media Acquisition Co Inc.fs12020a1ex3-4_vistas.htm
EX-3.3 - FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Vistas Media Acquisition Co Inc.fs12020a1ex3-3_vistas.htm
EX-3.2 - AMENDED AND RESTATED CERTIFICATION OF INCORPORATION - Vistas Media Acquisition Co Inc.fs12020a1ex3-2_vistas.htm
EX-1.2 - FORM OF BUSINESS COMBINATION MARKETING AGREEMENT BETWEEN THE REGISTRANT AND I-BA - Vistas Media Acquisition Co Inc.fs12020a1ex1-2_vistas.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Vistas Media Acquisition Co Inc.fs12020a1ex1-1_vistas.htm
S-1/A - REGISTRATION STATEMENT - Vistas Media Acquisition Co Inc.fs12020a1_vistasmedia.htm

Exhibit 3.1

 

CERTIFICATE OF INCORPORATION

OF

VISTAS MEDIA ACQUISITION COMPANY INC.

 

 

I, THE UNDERSIGNED, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:

 

FIRST: The name of the Corporation is Vistas Media Acquisition Company Inc.

 

SECOND: Its registered office is to be located at 1013 Centre Road, Suite 403S, Wilmington, DE 19805, County of New Castle. The name of the registered agent at such address is Registered Agents Legal Services, LLC.

 

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Laws.

 

FOURTH: The amount of total authorized capital stock of the corporation is fifteen million (15000000). All such shares are to be with par value of 0.01 and are to be of one class.

 

FIFTH: The incorporator of the corporation is Meaghan Gwinn, whose mailing address is 1013 Centre Road, Suite 403S, Wilmington, DE 19805.

 

SIXTH: A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages from breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act of omission occurring prior to the time of such amendment, modification or repeal.

 

SEVENTH: The powers of the incorporator are to terminate upon filing of this Certificate. The name and mailing address of the person(s) who will serve as the initial director(s) until the first annual meeting of the stockholders of the corporation, or until a successor(s) is elected and qualified are:

 

Finney Cherian

401 Hackensack Ave, 4th Floor

Hackensack, NJ 07601

 

The undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is their act and deed on this twenty-seventh day of March, 2020.

 

  /s/ Meaghan Gwinn
  Meaghan Gwinn
  INCORPORATOR

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