EX-10.6



 Exhibit 10.6 

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT 

This Director and Officer Indemnification Agreement, dated as of             ,
         (this “Agreement”), is made by and between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and
                     (“Indemnitee”). 

Recitals: 
  

	 	A.	Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors. 


 

	 	B.	Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the Corporation has been delegated to the officers of the Corporation. 


 

	 	C.	By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders. 


 

	 	D.	Thus, it is critically important to the Corporation and its stockholders that the Corporation be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the
Corporation. 

  

	 	E.	In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to
indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers. 

  

	 	F.	The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated,
the corporation will bear the expense of litigation and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and
integrity. 

  

	 	G.	Delaware law also authorizes a corporation to pay in advance of the final disposition of an action, suit or proceeding the expenses incurred by a director or officer in the defense thereof, and any such right to the
advancement of expenses may be made separate and distinct from any right to indemnification and need not be subject to the satisfaction of any standard of conduct or otherwise affected by the merits of any claims against the director or officer.


  

	 	H.	The number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs of defending those lawsuits, and the threat to directors’ and officers’ personal assets
have all materially increased over the past several years, chilling the willingness of capable women and men to undertake the responsibilities imposed on corporate directors and officers. 









	 	I.	Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on directors and
officers of public companies and have exposed such directors and officers to new and substantially broadened civil liabilities. 

  

	 	J.	These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal
fines and penalties. 

  

	 	K.	The authority of a corporation to indemnify and advance the costs of defense to its directors and officers applies to criminal proceedings as well as to civil, administrative and investigative proceedings.


  

	 	L.	Indemnitee is a director or officer of the Corporation and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Corporation’s willingness to indemnify him or her in
accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement. 


 

	 	M.	Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director or officer of the Corporation and
to enhance Indemnitee’s ability to serve the Corporation in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the
Corporation’s second amended and restated certificate of incorporation or amended and restated bylaws (collectively, the “Constituent Documents” (as may be amended, modified or restated)), any change in the composition of the
Corporation’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Corporation), the Corporation
wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Corporation’s
directors’ and officers’ liability insurance policies. 

  

	 	N.	In light of the considerations referred to in the preceding recitals, it is the Corporation’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to
maximize the protections to be provided to Indemnitee hereunder. 


  
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 Agreement: 

NOW, THEREFORE, the parties hereby agree as follows: 

1.    Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following
meanings when used in this Agreement with initial capital letters: 
 (a)    “Claim” means (i) any
threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any
threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by or at the behest of the Corporation or any other person, including any federal, state or other court or governmental entity or agency and any
committee or other representative of any corporate constituency, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding. 

(b)    “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Corporation. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership
of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such
entity or enterprise shall be deemed to constitute control for purposes of this definition. 

(c)    “Disinterested Director” means a director of the Corporation who is not and was not a party to the Claim
in respect of which indemnification is sought by Indemnitee. 
 (d)    “ERISA Losses” means any taxes,
penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended. 

(e)    “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses
paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim. 

(f)    “Incumbent Directors” means the individuals who, as of the date hereof, are members of the Board and any
individual becoming a member of the Board subsequent to the date hereof whose election, nomination for election by the Corporation’s stockholders, or appointment, was approved by a vote of at least
two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such
nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board. 

  
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 (g)    “Indemnifiable Claim” means any Claim based upon, arising
out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Corporation or as a director, officer, employee, member, manager, trustee
or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee is or was serving
at the request of the Corporation as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing,
disclosure or other activity of the Corporation or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Corporation
or as a current or former director, officer, employee, member, manager, trustee or agent of the Corporation or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act
by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Corporation, for purposes of this Agreement, Indemnitee shall be deemed to be
serving or to have served at the request of the Corporation as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager,
trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or
related trust) sponsored or maintained by the Corporation or a Controlled Affiliate, or (iii) the Corporation or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated,
employed, engaged or selected to serve in such capacity. 
 (h)    “Indemnifiable Losses” means any and
all Losses relating to, arising out of or resulting from any Indemnifiable Claim. 
 (i)    “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Corporation (or any Subsidiary) or
Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a
threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under
the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. 

(j)    “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether
civil, criminal or other), ERISA Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing. 

  
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 (k)    “Subsidiary” means an entity in which the Corporation
directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock. 
 (l)    “Voting Stock”
means securities entitled to vote generally in the election of directors (or similar governing bodies). 

2.    Indemnification Obligation. Subject to Section 8, the Corporation shall indemnify, defend and hold
harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required
indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that (a) except for compulsory counterclaims or as provided in Sections 4 and 21, Indemnitee shall not be entitled to
indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Corporation or any director or officer of the Corporation unless the Corporation has joined in or consented to the initiation of such Claim
and (b) no repeal or amendment of any law of the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or
amendment. 
 3.    Advancement of Expenses. Indemnitee shall have the right to advancement by the Corporation
prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or
incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement
with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Corporation shall, in
accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses;
provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee
in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, if delivery of an undertaking is a legally required condition precedent to such
payment, advance or reimbursement, Indemnitee shall execute and deliver to the Corporation an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed
alternatives therein), which need not be secured and shall be accepted by the Corporation without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s right to the payment, advancement or reimbursement of
Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A. 

4.    Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the
Corporation shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five 

  
 5 








 
business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any
Claim made, instituted or conducted by Indemnitee, in each case to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the
scope of such permitted or required indemnification, reimbursement or advancement of such Expenses, for (a) indemnification or payment, advancement or reimbursement of Expenses by the Corporation under any provision of this Agreement, or under
any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the
Corporation; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related. 

5.    Contribution. To the fullest extent permissible under applicable law in effect on the date hereof or as such
law may from time to time hereafter be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Corporation, in lieu of
indemnifying Indemnitee, shall contribute to the payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all of the circumstances in order to reflect (i) the relative
benefits received by the Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss and/or (ii) the relative fault of the Corporation (and its other directors,
officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that such contribution shall not be required where it is determined, pursuant to a final disposition of such Indemnifiable Claim
or Indemnifiable Loss in accordance with Section 8, that Indemnitee is not entitled to indemnification by the Corporation with respect to such Indemnifiable Claim or Indemnifiable Loss. 

6.    Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Corporation for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. 

7.    Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable
Claim or Indemnifiable Loss, Indemnitee shall submit to the Corporation a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the
time of the receipt of such request, the Corporation has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Corporation shall give
prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Corporation shall provide to Indemnitee a copy of such notice delivered to
the applicable insurers, and copies of all subsequent correspondence between the Corporation and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by
the Corporation. The failure by Indemnitee to timely notify the Corporation of any Indemnifiable Claim or Indemnifiable Loss 

  
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shall not relieve the Corporation from any liability hereunder unless, and only to the extent that, the Corporation did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and
such failure results in forfeiture by the Corporation of substantial defenses, rights or insurance coverage. 

8.    Determination of Right to Indemnification. 

(a)    To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable
Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in
accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required with respect to such Indemnifiable Claim. 

(b)    To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been
finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses
relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board,
(ii) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (iii) if there are no such Disinterested Directors or if
Indemnitee so requests, by Independent Counsel, selected by the Indemnitee and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which shall be
delivered to Indemnitee; provided, however, that if at the time of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Corporation, such Standard of Conduct Determination may be made by or in
the manner specified by the Board, any duly authorized committee of the Board or any duly authorized officer of the Corporation (unless Indemnitee requests that such Standard of Conduct Determination be made by Independent Counsel, in which case
such Standard of Conduct Determination shall be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance
request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Corporation shall indemnify and hold
harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and
expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination. 

(c)    The Corporation shall use its reasonable best efforts to cause any Standard of Conduct Determination required under
Section 8(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the
later of (A) receipt by the Corporation of written notice from Indemnitee advising the Corporation of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the


  
 7 








 
“Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, and (ii) Indemnitee shall have fulfilled his
or her obligations set forth in the second sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be
extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating
thereto. 
 (d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to
Section 8(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable
Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of
Indemnitee hereunder against any Indemnifiable Losses, then the Corporation shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such
Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall
have been satisfied, an amount equal to the amount of such Indemnifiable Losses. 
 9.    Presumption of
Entitlement. 
 (a)    In making a determination of whether Indemnitee has been successful on the merits or otherwise in
defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, the Corporation acknowledges that a resolution, disposition or outcome short of dismissal or final judgment, including outcomes that permit
Indemnitee to avoid expense, delay, embarrassment, injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable Claim or any portion thereof or issue or matter therein is resolved or
disposed of in any manner other than by adverse judgment against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or other consideration), it shall be presumed that Indemnitee has
been successful on the merits or otherwise in defense of such Indemnifiable Claim or portion thereof or issue or matter therein. The Corporation may overcome such presumption only by its adducing clear and convincing evidence to the contrary. 

(b)    In making any Standard of Conduct Determination, the person or persons making such determination shall presume that
Indemnitee has satisfied the applicable standard of conduct, and the Corporation may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that Indemnitee has satisfied
the applicable standard of conduct shall be final and binding in all respects, including with respect to any litigation or other action or proceeding initiated by Indemnitee to enforce his or her rights hereunder. Any Standard of Conduct
Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Corporation (including by its directors or any Independent Counsel) that Indemnitee has not
satisfied any applicable standard of conduct shall be a defense to any Claim 

  
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by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Corporation hereunder or create a presumption that Indemnitee has not met any applicable standard of
conduct. 
 (c)    Without limiting the generality or effect of Section 9(b), (i) to the extent that any
Indemnifiable Claim relates to any entity or enterprise (other than the Corporation) referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee shall be deemed to have satisfied the
applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in the case of
any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of
Indemnitee that is based on the records or books of account of the Corporation, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Corporation in the course of their duties, or on the advice
of legal counsel for the Corporation, the Board, any committee of the Board or any director, or on information or records given or reports made to the Corporation, the Board, any committee of the Board or any director by an independent certified
public accountant or by an appraiser or other expert selected by or on behalf of the Corporation, the Board, any committee of the Board or any director shall be deemed to be reasonable. 

10.    No Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification
hereunder is otherwise not permitted. 
 11.    Non-Exclusivity. The
rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have against the Corporation under the Constituent Documents, or the substantive laws of the Corporation’s jurisdiction of incorporation, any other contract
or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision,
Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the
date hereof, Indemnitee will be deemed to have such greater right hereunder. The Corporation will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to
indemnification under this Agreement or any Other Indemnity Provision. 
 12.    Liability Insurance and Funding.
For the duration of Indemnitee’s service as a director and/or officer of the Corporation, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Corporation shall use commercially
reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors
and/or officers of the Corporation that is at least substantially comparable in scope and amount to that provided by the Corporation’s current 

  
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policies of directors’ and officers’ liability insurance. The Corporation shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance
applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately
preceding sentences, the Corporation shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if
less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent
shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Corporation, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights
and benefits, subject to the same limitations, as are accorded to the Corporation’s directors and officers most favorably insured by such policy. The Corporation may, but shall not be required to, create a trust fund, grant a security interest
or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement. 

13.    Subrogation. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent
of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of
“Indemnifiable Claim” in Section 1(g). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be
reimbursed by or, at the option of Indemnitee, advanced by the Corporation). 
 14.    No Duplication of
Payments. The Corporation shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received and is entitled to retain payment (net of any
Expenses incurred in connection therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred
to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. 

15.    Defense of Claims. The Corporation shall be entitled to participate in the defense of any Indemnifiable
Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the
Corporation to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Corporation and Indemnitee and
Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Corporation, or (c) any such representation by such counsel would be precluded under
the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at
the Corporation’s expense. The Corporation shall not be 

  
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liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Corporation’s prior written consent. The
Corporation shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the
payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Corporation nor Indemnitee shall unreasonably withhold its consent
to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. 

16.    Successors and Binding Agreement. 

(a)    The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or assets of the Corporation, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent the Corporation would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Corporation and any successor to the Corporation,
including any person acquiring directly or indirectly all or substantially all of the business or assets of the Corporation whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the
“Corporation” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Corporation. 

(b)    This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal
representatives, executors, administrators, heirs, distributees, legatees and other successors. 
 (c)    This Agreement
is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting
the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the
laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Corporation shall have no liability to pay any amount so attempted to be assigned or transferred. 

17.    Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or
approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic transmission (with receipt thereof orally confirmed), or five business days after
having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight
courier service, addressed to the Corporation (to the attention of the Secretary of the Corporation (with a copy, which shall not constitute notice, to: Mark Hanson, Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, GA 30309)) and to
Indemnitee at the applicable address shown on the signature page hereto, or to such other address (including electronic) as any party may have furnished to the other in writing (including electronic transmission) and in accordance herewith, except
that notices of changes of address will be effective only upon receipt. 

  
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 18.    Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Corporation and Indemnitee each hereby
irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the Chancery Court of the State of Delaware. 
 19.    Validity. If any
provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or
circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or
other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be
necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as
possible without being invalid, unenforceable or otherwise illegal. 
 20.    Miscellaneous. No provision of this
Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Corporation. No waiver by either party hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. 

21.    Legal Fees and Expenses; Interest. 

(a)    It is the intent of the Corporation that Indemnitee not be required to incur legal fees and or other Expenses
associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to
Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Corporation has failed to comply with any of its obligations under this Agreement (including its
obligations under Section 3) or in the event that the Corporation or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to
deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Corporation irrevocably authorizes Indemnitee from time 

  
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to time to retain counsel of Indemnitee’s choice, at the expense of the Corporation as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation,
enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Corporation or any director, officer, stockholder or other person affiliated with the Corporation, in any jurisdiction.
Notwithstanding any existing or prior attorney-client relationship between the Corporation and such counsel, the Corporation irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that
connection the Corporation and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. The Corporation will pay and be solely financially responsible for any and all attorneys’ and related fees and
expenses incurred by Indemnitee in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to
increase the scope of such permitted or required payment of such fees and expenses. 
 (b)    Any amount due to
Indemnitee under this Agreement that is not paid by the Corporation by the date on which it is due will accrue interest at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid
to Indemnitee. 
 22.    Certain Interpretive Matters. Unless the context of this Agreement otherwise requires,
(a) ”it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,”
“herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “ “Section” or “Exhibit” refer to the specified Section or Exhibit of or to this Agreement,
(e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but
not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this
Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used
herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday. 

23.    Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be
an original but all of which together shall constitute one and the same agreement. 
 24.    Waiver of Claims to
Trust Account. Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Trust Account Claim”) in or to any monies in the trust account established in connection with the Corporation’s
initial public offering for the benefit of the Corporation and holders of securities issued in such offering, and hereby waives any Trust Account Claim it may have in the future as a result of, or arising out of, any services provided to the
Corporation and will not seek recourse against such trust account for any reason whatsoever. 

  
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 IN WITNESS WHEREOF, Indemnitee has executed and the Corporation has caused its duly authorized
representative to execute this Agreement as of the date first above written. 
  

					
	 MODERN MEDIA ACQUISITION CORP.
 1180
Peachtree Street, N.E.
 Suite 2400
 Atlanta, GA
30309

		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  










 
					
	 [INDEMNITEE]

[Address]


		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  




  








 EXHIBIT A 

UNDERTAKING 
 This
Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated as of             , 20     (the “Indemnification Agreement”),
between Modern Media Acquisition Corp., a Delaware corporation (the “Corporation”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.

 The undersigned hereby requests [payment], [advancement], [reimbursement] by the Corporation of Expenses which the undersigned [has
incurred] [reasonably expects to incur] in connection with                      (the “Indemnifiable Claim”). 

The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Corporation to or on behalf
of the undersigned in response to the foregoing request to the extent it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 8 of the Indemnification Agreement, that the undersigned is not
entitled to indemnification by the Corporation under the Indemnification Agreement with respect to the Indemnifiable Claim. 
 IN WITNESS
WHEREOF, the undersigned has executed this Undertaking as of this      day of             , 20    . 

 

	
	  

	[Indemnitee]