Exhibit 10.1


 


[●], 2021


 


D and Z Media Acquisition Corp.

2870 Peachtree Road NW, Suite 509

Atlanta, GA 30305


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and
Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including
up to 3,750,000 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 (the “Class A Common Stock”),
and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus
(as defined below). The Units will 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 New York Stock Exchange. Certain capitalized terms used herein are
defined in paragraph 11 hereof.


 


In order to induce the Company and
the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of D and Z Media Holdings LLC (the
“Sponsor”), Loop Capital Markets LLC (“Loop”) and the undersigned individuals (each of the undersigned individuals, an
“Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


		1.	The Sponsor, Loop and each Insider agrees that if the Company seeks stockholder approval of a
                                                          proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote
                                                          any shares of Common Stock (as defined below) owned by it, him or her in favor of any proposed Business Combination and
                                                          (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the
                                                          Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider
                                                          agrees that it, he or she will not sell or tender any shares of Common Stock owned by it, him or her in connection
                                                          therewith.



 


		2.	The Sponsor, Loop and each Insider hereby agrees that in the event that the Company fails to
                                                          consummate a Business Combination within 24 months from the closing of the Public Offering, or such later period approved by
                                                          the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (as
                                                          it may be amended from time to time, the “Charter”), the Sponsor, Loop and each Insider shall take
                                                          all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as
                                                          promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the shares of Class A Common
                                                          Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share
                                                          price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
                                                          interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up
                                                          to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which
                                                          redemption will completely extinguish all Public Stockholders’ (as defined below) rights as stockholders (including the
                                                          right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
                                                          redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
                                                          liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of
                                                          creditors and other requirements of applicable law. The Sponsor, Loop and each Insider agrees to not propose any amendment to
                                                          the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the
                                                          Company does not complete a Business Combination within the required time period set forth in the Charter or with respect to
                                                          any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the
                                                          Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such
                                                          amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
                                                          including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
                                                          divided by the number of then outstanding Offering Shares.



 




    


     


    

 


The Sponsor, Loop and each
Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the
Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder
Shares held by it, him or her. The Sponsor, Loop and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with (A) the
consummation of a Business Combination, including, without limitation, any such rights available in the context of a
stockholder vote to approve such Business Combination, or (B) a stockholder vote to approve an amendment to the Charter
to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has
not consummated a Business Combination within the time period set forth in the Charter or with respect to any other material
provisions relating to stockholders’ rights or pre-initial business combination activity or in the context of a tender
offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company
fails to consummate a Business Combination within the time period set forth in the Charter). The undersigned acknowledges and
agrees that prior to entering into a definitive agreement for a Business Combination with a target business that is
affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction must be approved
by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an
independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial
point of view.


 


		3.	Without limiting Loop’s obligations under paragraph 7 hereof, during the
                                                          period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, Loop shall not sell, transfer, assign, pledge or hypothecate any of its Founder Shares or Private Placement Warrants (as defined below)
(or any shares of Class A Common Stock underlying the Private Placement Warrants), or subject any of such securities to any hedging, short
sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities, except as provided
in FINRA Rule 5110(e)(2), which such restrictions shall not be subject to release or waiver, with or without the consent of the Representative,
during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date. Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement
and ending 180 days after such date, the Sponsor and
                                                          each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or
                                                          agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or
                                                          indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
                                                          meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
                                                          and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, shares of Common Stock
                                                          (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable
                                                          for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to
                                                          another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock (including,
                                                          but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
                                                          of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in
                                                          cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or
                                                          (ii). 



 




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		4.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate
its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third
party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent
necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as
of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due
to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or
a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.



 


		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase
                                                          up to an additional 3,750,000 Units within 45 days from the date of the Prospectus (and as further described in the
                                                          Prospectus), (x) the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 924,457
                                                          multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the
                                                          Underwriters upon the exercise of their over-allotment option and (ii) the denominator of which is 3,750,000, and (y) Loop
                                                          agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 13,043 multiplied by a
                                                          fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise
                                                          of their option to purchase additional Units and (ii) the denominator of which is 3,750,000. The forfeiture will be
                                                          adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares
                                                          will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock after the
                                                          Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Warrants (as
                                                          defined below)). The Sponsor further agrees that to the extent that the size of the Public Offering is increased or
                                                          decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable,
                                                          immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial
                                                          shareholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of the
                                                          Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the
                                                          references to 3,750,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be
                                                          changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering and
                                                          (B) the references to 924,457 and 13,043, respectively, in the formula set forth in the first sentence of this paragraph
                                                          shall be adjusted to such number of Founder Shares that the Sponsor and Loop would have to surrender to the Company in order
                                                          for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A
                                                          Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private
                                                          Placement Warrants).



 


		6.	The Sponsor, Loop and each Insider hereby agrees and acknowledges that: (i) the
                                                          Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor, Loop or an Insider of
                                                          its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), and 7(b), as applicable, of this Letter Agreement
                                                          (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be
                                                          entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
                                                          such breach.



 


		7.	(a) The Sponsor, Loop and each Insider agrees that it, he or she shall not Transfer any
                                                          Founder Shares (or any shares of Class A Common Stock issuable upon conversion thereof) until the earlier of (A) one
                                                          year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business
                                                          Combination, (x) if the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for
                                                          stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
                                                          day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which
                                                          the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results
                                                          in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash,
                                                          securities or other property (the “Founder Shares Lock-up Period”).



 




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(b) The
Sponsor, Loop and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of
Class A Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the
completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together
with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement
Warrants or the Founder Shares that are held by the Sponsor, Loop, any Insider or any of their permitted transferees (that
have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any
affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any
members of the Sponsor or any of their affiliates, any affiliate of Loop or any entity under the control of or common control with Loop; (b) in the case of an individual, by gift to a member of such
individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate
family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of
laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a
qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase
agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no
greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of
Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event
of the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the
Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other
property subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case
of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including
provisions relating to voting, the Trust Account and liquidating distributions).


 


		8.	The Sponsor, Loop and each Insider represents and warrants that it, he or she has never been
                                                          suspended or expelled from membership in any securities or commodities exchange or association or had a securities or
                                                          commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to
                                                          the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not
                                                          omit any material information with respect to the Insider’s background. The Sponsor, Loop and each Insider’s
                                                          questionnaire furnished to the Company is true and accurate in all respects. The Sponsor, Loop and each Insider represents
                                                          and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist
                                                          order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any
                                                          jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud,
                                                          (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
                                                          dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except as disclosed in the Prospectus, neither the Sponsor, Loop nor any officer, nor any
                                                          affiliate of the Sponsor, Loop or any officer, nor any director of the Company, shall receive from the Company any
                                                          finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other
                                                          compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the
                                                          Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following,
                                                          none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business
                                                          Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor;
                                                          reimbursement payments to Sponsor for certain office space, secretarial and administrative services as may be reasonably
                                                          required by the Company not to exceed a total of $15,000 per month; reimbursement for any reasonable out-of-pocket expenses
                                                          related to identifying, investigating, negotiating and completing an initial Business Combination, and repayment of loans, if
                                                          any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the
                                                          Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended
                                                          initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion
                                                          of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no
                                                          proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
                                                          at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement
                                                          Warrants, including as to exercise price, exercisability and exercise period.



 




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		10.	The Sponsor, Loop and each Insider has full right and power, without violating any agreement
                                                           to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or
                                                           former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board
                                                           of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the
                                                           Company.



 


		11.	As used herein, (i) “Business Combination” shall mean a
                                                           merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
                                                           the Company and one or more businesses; (ii) “Common Stock” shall mean the Class A common
                                                           stock and Class B common stock; (iii) “Founder Shares” shall mean the 7,187,500 shares of
                                                           Class B common stock issued and outstanding (up to 937,500 Shares of which are subject to complete or partial forfeiture if
                                                           the over-allotment option is not exercised by the Underwriters); (iv) “Initial Stockholders”
                                                           shall mean the Sponsor, Loop and any Insider that holds Founder Shares; (v) “Private Placement
                                                           Warrants” shall mean the aggregate of 4,600,000 Warrants (or 5,100,000 Warrants if the over-allotment option is
                                                           exercised in full) that the Sponsor and Loop agreed to purchase for an aggregate purchase price of $6,900,000 (or
                                                           $7,650,000 if the underwriters’ over-allotment option is exercised in full), or $1.50 per Warrant, in a private
                                                           placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
                                                           Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust
                                                           Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the
                                                           Private Placement Warrants shall be deposited; (viii) “Transfer” shall mean the (a) sale
                                                           of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose
                                                           of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or
                                                           liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
                                                           Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry
                                                           into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
                                                           ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or
                                                           otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b);
                                                           and (ix) “Warrants” shall mean the Private Placement Warrants and public warrants.



 


		12.	The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the
maximum extent of the coverage available for any of the Company’s directors or officers.



 


		13.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof 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 Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.



 


		14.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or
                                                           obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this
                                                           paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
                                                           assignee. This Letter Agreement shall be binding on the Sponsor, Loop and each Insider and their respective successors, heirs
                                                           and assigns and permitted transferees.



 


		15.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition,
stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives
and assigns and permitted transferees.



 




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		16.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but
one and the same instrument.



 


		17.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any
term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be
possible and be valid and enforceable.



 


		18.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or
relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New
York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.



 


		19.	Any notice, consent or request to be given in connection with any of the terms or provisions of
this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or facsimile transmission.



 


		20.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the
event that the Public Offering is not consummated and closed by [March 31], 2021; provided further that paragraph 4 of this
Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 




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	 	Sincerely,


 


	 	D AND Z MEDIA HOLDINGS LLC


 


	 	By:	D AND Z MEDIA LLC, its managing member


 


	 	By:	 
	 	 	Name: Betty Liu
	 	 	Title: Sole Member



 


		 	LOOP CAPITAL
                                         MARKETS LLC



 


	 	By:	 
	 	 	Name: 
	 	 	Title:



 


	 	By:	 
	 	 	Name: Betty Liu
	 	 	 
	 	By:	 
	 	 	Name: Mark Wiltamuth
	 	 	 
	 	By:	 
	 	 	Name: Scott Kurnit
	 	 	 
	 	By:	 
	 	 	Name: David Panton
	 	 	 
	 	By:	 
	 	 	Name: Louise Sams


 


	 	By:	 
	 	 	Name: Christine Zhao



 


	 	By:	 
	 	 	Name: Brian Grazer



 


	 	By:	 
	 	 	Name: Matt Blank



 


	 	By:	 
	 	 	Name: Daniel Rosensweig



 


	Acknowledged and Agreed:
	 
	D AND Z MEDIA ACQUISITION CORP.


 


	By:	 	 
	 	Name: Betty Liu	 
	 	Title: President and Chief Executive Officer	 


 


[Signature Page to Letter Agreement]