SPONSOR WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 5th, 2017 • Modern Media Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR WARRANT PURCHASE AGREEMENT, dated as of , 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”).
FORM OF RIGHT AGREEMENTRight Agreement • May 5th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of May __, 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 FORM OF WARRANT AGREEMENT Dated as of , 2017Warrant Agreement • May 5th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 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 5th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of , 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2017 • Modern Media Acquisition Corp. • Blank checks • New York
MODERN MEDIA ACQUISITION CORP. Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 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 15,000,000 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 2,250,000 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
Modern Media Acquisition Corp. Atlanta, GA 30309Underwriting Agreement • May 5th, 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 17,250,000 of the Corporation’s units (including up to 2,250,000 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
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.
