SPONSOR WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR WARRANT PURCHASE AGREEMENT, dated as of May 17, 2017 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Modern Media Acquisition Corp., a Delaware corporation (the “Company”), and Modern Media Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
RIGHT AGREEMENTRight Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of May 17, 2017 between Modern Media Acquisition Corp., a Delaware corporation, with offices at 1180 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30309 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, New York, New York 10004 (the “Rights Agent”).
MODERN MEDIA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 17, 2017Warrant Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 17, 2017, is by and between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ContractExpense Advancement Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of May 17, 2017, is made and entered into by and between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”) and Modern Media Sponsor, LLC (the “Sponsor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2017, is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and Modern Media Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
MODERN MEDIA ACQUISITION CORP. Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
Modern Media Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an aggregate of 18,000,000 units of the Company (the “Firm Units”). Each Firm Unit consists of one share of common stock, par value $0.0001 per share of the Company (the “Common Stock”), one right to receive one-tenth (1/10) of one share of common stock (the “Rights”) and one-half of one warrant (the “Public Warrants”). In addition, the Company proposes to grant to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional 2,700,000 units (the “Option Units”) on the terms set forth in Section 2. The Firm Units and Option Units are hereinafter together referred to as the “Units,” and the Units, the shares of Common Stock, the Rights and the Public Warrants included in the Units are hereinafter referred to collectively as the “Public Securities.” This is t
September 11, 2019 AKAZOO S.A. as Company and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Warrant Agent and Transfer Agent WARRANT AGREEMENTWarrant Agreement • September 11th, 2019 • Modern Media Acquisition Corp. • Radio broadcasting stations • New York
Modern Media Acquisition Corp. Atlanta, GA 30309Underwriting Agreement • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and Macquarie Capital (USA) Inc., EarlyBirdCapital, Inc., I-Bankers Securities, Inc. and Cowen and Company, LLC (together, the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 20,700,000 of the Corporation’s units (including up to 2,700,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per shar
AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • June 20th, 2019 • Modern Media Acquisition Corp. • Radio broadcasting stations • New York
THIS AMENDMENT NO. 2 TO WARRANT AGREEMENT (this “Amendment”), dated as of June 14, 2019, is by and between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Reference is made to the Business Transaction Agreement, dated January 24, 2019 (the “Transaction Agreement”), by and among Modern Media Acquisition Corp., a Delaware corporation (“Modern Media”), Akazoo Limited, a private company limited by shares...Business Transaction Agreement • August 1st, 2019 • Modern Media Acquisition Corp. • Radio broadcasting stations • Delaware
This Agreement sets forth certain understandings of the Parties in connection with the Transaction Agreement, including certain amendments to the Transaction Agreement. Accordingly, the Parties hereby agree as follows:
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2019 • Modern Media Acquisition Corp. • Radio broadcasting stations • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 14, 2019, by and between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FIRST AMENDMENT TO RIGHT AGREEMENTRight Agreement • April 1st, 2019 • Modern Media Acquisition Corp. • Radio broadcasting stations • New York
This First Amendment to Right Agreement (this “Amendment”) is made as of March 29, 2019 between Modern Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”). Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings given to them in the Right Agreement.
BUSINESS TRANSACTION AGREEMENT BY AND AMONG MODERN MEDIA ACQUISITION CORP., MODERN MEDIA LLC, on behalf of MODERN MEDIA ACQUISITION CORP. S.A., APOSTOLOS N. ZERVOS, on behalf of UNLIMITED MUSIC S.A. and AKAZOO LIMITED Dated as of January 24, 2019Business Transaction Agreement • January 25th, 2019 • Modern Media Acquisition Corp. • Blank checks • Delaware
This BUSINESS TRANSACTION AGREEMENT, dated January 24, 2019 (this “Agreement”), is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (“Modern Media”), Akazoo Limited, a private company limited by shares incorporated under the Laws of Scotland (the “Company”), Apostolos N. Zervos, acting in accordance with article 100-17 of the Luxembourg Company Act, on behalf and in the name of Unlimited Music S.A., which is in the process of incorporation as a Luxembourg public limited company (société anonyme) (“LuxCo”), and Modern Media LLC, a Georgia limited liability company, acting in accordance with article 100-17 of the Luxembourg Company Act, on behalf and in the name of Modern Media Acquisition Corp. S.A., which is in the process of incorporation as a Luxembourg public limited company (société anonyme) (“PubCo”). Modern Media, LuxCo, PubCo and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Par
Modern Media Acquisition Corp. 1180 Peachtree Street, N.E., Suite 2400 Atlanta, Georgia 30309 May [ ], 2017Agreement Among Sponsors • May 5th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Modern Media Acquisition Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the NASDAQ Capital Market.
FORM OF LOCK-UP AGREEMENT1Lock-Up Agreement • January 25th, 2019 • Modern Media Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Agreement”) relates to a Business Transaction Agreement entered into as of January 24, 2019 (the “Transaction Agreement”), by and among Modern Media Acquisition Corp., a Delaware corporation (“Modern Media”), Akazoo Limited, a private company limited by shares incorporated under the Laws of Scotland, Apostolos N. Zervos, acting in accordance with article 100-17 of the Luxembourg Company Act, on behalf and in the name of Unlimited Music S.A., which is in the process of incorporation as a Luxembourg public limited company (société anonyme) (“LuxCo”), and Modern Media LLC, a Georgia limited liability company, acting in accordance with article 100-17 of the Luxembourg Company Act, on behalf and in the name of Modern Media Acquisition Corp. S.A., which is in the process of incorporation as a Luxembourg public limited company (société anonyme) (“PubCo”). Capitalized terms used and not otherwise defined herein have the meanings given to such terms in the Transacti
VOTING AGREEMENTVoting Agreement • January 25th, 2019 • Modern Media Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”), dated as of January 24, 2019 between the undersigned shareholder (“Shareholder”) of Akazoo Limited, a private company limited by shares incorporated under the laws of Scotland (the “Company”), and Modern Media Acquisition Corp., a Delaware corporation (“Modern Media”).
SHAREHOLDERS’ AGREEMENT DATED 2019 TOSCA PENTA MUSIC LIMITED PARTNERSHIP, INTERNETQ GROUP LIMITED, [MODERN MEDIA LLC], [MIHI LLC], [MANAGECO], [APOSTOLOS N. ZERVOS], [OTHER MANAGEMENT-AFFILIATED ENTITIES] and [PUBCO]Shareholder Agreement • January 25th, 2019 • Modern Media Acquisition Corp. • Blank checks • Luxembourg
Modern Media Acquisition Corp. 1180 Peachtree Street, N.E., Suite 2400 Atlanta, Georgia 30309 May 17, 2017Agreement Among Sponsors • May 17th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Modern Media Acquisition Corp., a Delaware corporation (the “Company”) of units (the “Units”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1, as may be amended or supplemented from time to time, including after effectiveness thereof, and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has been approved to have the Units listed on the NASDAQ Capital Market.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • March 24th, 2017 • Modern Media Acquisition Corp. • Blank checks • Delaware
This Director and Officer Indemnification Agreement, dated as of , (this “Agreement”), is made by and between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and (“Indemnitee”).
