Investment Management trust agreementInvestment Management Trust Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Heartland Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (“Trust Agreement”), the Company hereby requests that you deliver $[●] of the principal and interest income earned on the Property as of the date hereof to the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), Heartland Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (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”).
Form of Indemnity AgreementForm of Indemnity Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may be amended from time to time, this “Agreement”), dated as of [•], 2021, is entered into by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Heartland Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
HEARTLAND MEDIA ACQUISITION CORP. a Delaware corporation 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • New York
Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327Heartland Media Acquisition Corp. • November 26th, 2021 • Blank checks • New York
Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Heartland Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 shares (the “Shares”) of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on
Heartland Media Acquisition Corp. Suite 275 Atlanta, GA 30327 Attention: Robert S. Prather, Jr. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 26th, 2021 • Heartland 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 among Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and Moelis & Company LLC, as the representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will
Heartland Media Acquisition Corp. 3282 Northside Pkwy, Suite 275 Atlanta, GA 30327Letter Agreement • November 26th, 2021 • Heartland Media Acquisition Corp. • Blank checks • New York
This letter agreement by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Heartland Media, LLC, a Delaware limited liability company (“Heartland Media”), 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”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
