Exhibit
10.5


 


FORM OF
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of [●], 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”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each
unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”),
and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50
per Share. The Purchaser has agreed to purchase an aggregate of 166,667 warrants (or 184,783 warrants in the aggregate to the extent
the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1 Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A. Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale
of the Private Placement Warrants to the Purchaser.


 


B. Purchase and
Sale of the Private Placement Warrants.


 


On the date of the
consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, 166,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $250,000
(the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in
accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration
statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”) filed in connection with the Public
Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement
Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such
delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the
Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an
“Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being
sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the
Purchaser shall purchase from the Company, up to an aggregate of 18,116 Private Placement Warrants, in the same proportion as the
amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to
$27,174 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with
the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment
Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its
option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


C. Terms of the
Private Placement Warrants.


 


(i) The Private Placement
Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection
with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement to
be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.


 






     


     


    

 


(ii) At or prior to
the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


  


Section 2 Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private
Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
each Closing Date) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure
to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or
assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution,
delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company
as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with
its terms. Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant
Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms.


 


(ii) The execution
and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of
any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a
violation of, or (e) require any authorization, consent, approval, exemption, action, notice, declaration or filing, in each
case, by or to any court or administrative or governmental body or agency pursuant to the certificate of incorporation or the bylaws
of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or
any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Placement Warrants
will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly
issued, fully paid and nonassessable. On the date of issuance of the Placement Warrants, the Shares issuable upon exercise of
the Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Warrant Agreement, each Purchaser will have good title to the Private Placement Warrants and the Shares issuable
upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than
(i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under
federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of either Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing
with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this
Agreement or the consummation by the Company of any other transactions contemplated hereby.


 






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Section
3 Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby, severally and not jointly, represents and
warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary
to carry out the transactions contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution
and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does
not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject that would materially impact its ability
to perform its obligations hereunder.


 


C. Investment Representations.


 


(i) The Purchaser is
acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not
with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities Act of 1933,
as amended (the “Securities Act”), and the Purchaser has not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser
understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act.


 


(v) The Purchaser has
been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 






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(vii) The Purchaser
understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 under
the Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination
related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that Rule
144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was
formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;
and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the
SEC reflecting its status as an entity that is not a shell company.


 


(viii) The Purchaser
has knowledge and experience in financial and business matters, understands the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investment in the Securities.


 


Section
4 Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section
2 shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


D. Warrant Agreement
and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement
and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.


 


E. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


Section
5 Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section
3 shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 






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C. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


E. Warrant Agreement
and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement
and the Registration Rights Agreement, in each case on terms satisfactory to the Company.


 


Section
6 Lock-up. In addition to any other restrictions on transfer of the Private Placement
Warrants, the Purchaser acknowledges and agrees that the Private Placement Warrants and their underlying securities will be deemed
compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e)
of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement
of sales in the Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and underlying
Shares may not be sold, transferred, assigned, pledged or hypothecated during the 180-day period following the effective date
of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide
officers or partners of any such participating underwriter or selected dealer. Additionally, the Private Placement Warrants and
their underlying Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness
or commencement of sales in the Public Offering.


 


Section
7 Restriction on Exercise Period. So long as the Private Placement Warrants are held by
the Purchaser or any of its affiliates, such Private Placement Warrants so held may not be exercised after the fifth anniversary
of the effective date of the Registration Statement.


 


Section
8 Termination. This Agreement may be terminated at any time after [●], 2021 upon the election by either the Company
or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section
9 Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each
Closing Date.


 


Section
10 Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
Registration Statement.


 


Section 11 Miscellaneous.


 


A. Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement
without the prior written consent of the other party hereto, other than assignments by the Purchaser to its affiliates (including,
without limitation, one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile or “.pdf” signature page were an original thereof.


 






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D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this
Agreement shall be by way of example rather than by limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	D AND Z MEDIA ACQUISITION CORP., a
	 	Delaware corporation
	 	 	 
	 	By:	                                   
	 	 	Name:  Betty Liu
	 	 	Title:  President and Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	LOOP CAPITAL MARKETS LLC, a
	 	Delaware limited liability company
	 	 	 
	 	By:	                                   
	 	 	Name:  
	 	 	Title:


 


[Signature Page to Private Placement
Warrants Purchase Agreement]