Exhibit 10.1

       

      Execution Version

      

      

      Heartland Media Acquisition Corp. 

      3282 Northside Pkwy, Suite 275

      Atlanta, GA 30327

      

      

      	
              Heartland Media, LLC

            	
              November 10, 2022

            
	
              3282 Northside Pkwy, Suite 275

            	 
	
              Atlanta, GA 30327

            	 


       

      Re:     Termination
                Agreement for Administrative Services Agreement 

       

          

      Gentlemen:

       

          

      This letter Termination Agreement (this "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.

      

      

      The parties entered into that certain Administrative Services Agreement dated January 20, 2022 (the "Administrative Services Agreement"). The parties desire to terminate the Administrative Services Agreement effective as of the date hereof (the "Termination Date"). In consideration of the covenants and agreements herein, the Company and Heartland Media agree as follows:

       

      	

            	1.	
              Termination of the Administrative Services Agreement:

            


       

      	

            	a.	
              The parties mutually agree that the Administrative Services Agreement shall be, and hereby is, terminated effective immediately.

            


       

      	

            	b.	
              All monthly payments made by the Company to Heartland Media in the sum of $20,000 per month from the date of the Administrative Services Agreement to the Termination Date shall be refunded to the
                Company no later than November 30, 2022.

            


       

      	

            	2.	
              Administrative Services Agreement Not Otherwise Amended or Altered: The
                  remaining provisions of the Administrative Services Agreement shall survive termination of the Administrative Services Agreement pursuant to this Agreement.

            


       

      This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
        agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

       

      This Agreement, the entire relationship of the parties hereto and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be
        governed by and construed in accordance with the laws of the State of New York.

       

      [Signature page follows]

      
        
          


      

      	  	
              Very truly yours,

            
	  	  
	  	
              HEARTLAND MEDIA ACQUISITION CORP.

            
	  	  
	
              

              

            	By:	
              /s/ Robert S. Prather, Jr.

            	 


      	  	
              Name:

            	
              Robert S. Prather, Jr.

            
	  	
              Title:

            	
              Chief Executive Officer

            
	  	  
	
              AGREED TO AND ACCEPTED BY:

            	  
	  	  
	
              HEARTLAND MEDIA, LLC

            	  
	  	  
	
              By:

            	
              /s/ Robert S. Prather, Jr

            	 	  


      	
              Name:

            	
              Robert S. Prather, Jr.

            	  
	
              Title:

            	
              Managing Member

            	  


       

      [Signature Page to Termination Agreement]