REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2021, is made and entered into by and among D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), D and Z Media Holdings LLC, a Delaware limited liability company (the “Sponsor”), Loop Capital Markets LLC, a Delaware limited liability company (“Loop”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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”).
WARRANT AGREEMENTWarrant Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 25, 2021 by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 8th, 2021 • D & Z Media Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2021, by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”).
Atlanta, Georgia 30305Subscription Agreement • January 8th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer D and Z Media Holdings LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with the Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) of the Company (as defined below), the “Common Stock”), of D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements rega
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and D and Z Media Holdings LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Loop Capital Markets LLC, a Delaware limited liability company (the “Purchaser”).
Underwriting AgreementUnderwriting Agreement • January 8th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exer
Underwriting AgreementUnderwriting Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exer
ContractAdministrative Services Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between D and Z Media Acquisition Corp. (the “Company”) and D and Z Media Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractAdministrative Services Agreement • January 8th, 2021 • D & Z Media Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between D and Z Media Acquisition Corp. (the “Company”) and D and Z Media Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractUnderwriting Agreement • January 29th, 2021 • D & Z Media Acquisition Corp. • Blank checks
ContractUnderwriting Agreement • January 8th, 2021 • D & Z Media Acquisition Corp. • Blank checks
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2022 • D & Z Media Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of December 20, 2022, by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of January 25, 2021 (the “Trust Agreement”), by and between the parties hereto. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
