EX-10.1




 Exhibit 10.1 

July 29, 2019 
 Akazoo Limited 

101 Rose Street South Lane 
 Edinburgh, EH2 3JG 

United Kingdom 
 Attention: Apostolos N. Zervos 

E-mail: a.zervos@akazoo.com 
  

	Re:	 Private Placement Offering of PubCo Shares 



Reference is made to the Business Transaction Agreement, dated January 24, 2019 (the “Transaction Agreement”), by and
among Modern Media Acquisition Corp., a Delaware corporation (“Modern Media”), Akazoo Limited, a private company limited by shares incorporated under the Laws of Scotland (the “Company”), Apostolos N. Zervos, acting
in accordance with article 100-17 of the Luxembourg Company Act, on behalf and in the name of Unlimited Music S.A., a Luxembourg public limited company (société anonyme)
(“LuxCo”), and Modern Media LLC, a Georgia limited liability company, acting in accordance with article 100-17 of the Luxembourg Company Act, on behalf and in the name of Modern Media
Acquisition Corp. S.A., a Luxembourg public limited company (société anonyme) (“PubCo”). Modern Media, LuxCo, PubCo, the Company and Macquarie Capital (USA) Inc. (“Macquarie”) (Macquarie being a
party hereto solely for purposes of Section 13 hereof) are sometimes individually referred to in this letter agreement (this “Agreement”) as a “Party” and collectively as the
“Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Transaction Agreement. 

This Agreement sets forth certain understandings of the Parties in connection with the Transaction Agreement, including certain amendments to
the Transaction Agreement. Accordingly, the Parties hereby agree as follows: 
 1. Private Placement Offering. The Parties acknowledge and agree that
PubCo intends to consummate a private placement offering of PubCo Shares (the “PIPE”), and, subject to the occurrence of the Closing, such PIPE will be consummated immediately after the Luxembourg Merger Closing. PubCo will be
permitted to offer to certain purchasers of PubCo Shares in the PIPE, for no additional consideration, (a) up to 2.1 million PubCo Shares in the aggregate, and (b) warrants to purchase an aggregate number of PubCo Shares up to the
number of PubCo Shares subject to the PubCo Warrants forfeited or cancelled pursuant to Section 8 hereof, which shares, warrants and underlying shares shall be registered for resale in accordance with the terms of the PIPE
following such issuance. 
 2. PIPE Price. The price per PubCo Share will be no less than USD 8.00 and no greater than USD 9.00, subject to market
demand (the price per PubCo Share, the “PIPE Price”). 











 3. Modern Media Creditors. Concurrently with PubCo entering into any definitive agreement with an
investor in the PIPE, each Person that has loaned Modern Media funds, in the aggregate amount of $1.96 million, to extend the duration of Modern Media (each, a “Modern Media Creditor”) shall agree to convert such loans
into PubCo Shares (the “Modern Media Loan Conversion”) at the Luxembourg Merger Closing. Each Modern Media Creditor shall receive the number of PubCo Shares in the Modern Media Loan Conversion equal to the aggregate amount of the
principal and accrued interest of such Modern Media Creditor’s loan, divided by the PIPE Price. 
 4. Defined Term in Transaction Agreement. The
following defined term is hereby added to Exhibit A of the Transaction Agreement: 
 “ ‘Gross Cash’ means the sum of
(a) the funds contained in the Trust Account after giving effect to any Modern Media Common Stockholder Redemption, (b) the amount of aggregate proceeds from a private placement offering of PubCo Shares for which PubCo shall have received
binding commitments from investors, and (c) the amount of capital otherwise available to Modern Media or PubCo, in each case before the payment of any fees, costs or expenses of Modern Media or the Group Companies.” 

5. Transaction Agreement Trust Account Requirements. Section 6.1(f) of the Transaction Agreement is hereby amended and restated in its entirety to
read: 
 “Trust Account. There shall be no Actions pending or threatened by any Person (not including the Company and its
Affiliates) with respect to or against the Trust Account that would reasonably be expected to have a material adverse effect on Modern Media’s ability to perform its obligations hereunder.” 

6. Transaction Agreement Condition to Closing. The Transaction Agreement is hereby amended to include the following as a new Section 6.1(g): 

“Gross Cash. Gross Cash shall be at least USD 53 million.” 

7. Amount of Gross Cash. If Gross Cash is equal to or greater than USD 53 million, but less than USD 60 million, the terms included in
Exhibit A attached hereto will be incorporated into this Agreement, in which case Exhibit A and this Agreement taken together shall constitute one and the same agreement. If Gross Cash is equal to or greater than USD 60 million,
but less than USD 70 million, the terms included in Exhibit B attached hereto will be incorporated into this Agreement, in which case Exhibit B and this Agreement taken together shall constitute one and the same agreement. If
Gross Cash is USD 70 million or greater, the terms included in Exhibit C attached hereto will be incorporated into this Agreement, in which case Exhibit C and this Agreement taken together shall constitute one and the same
agreement. 
 8. Forfeiture/Cancellation of Warrants. At the closing of the PIPE, Modern Media Sponsor, or the distributees of the PubCo Warrants
owned by Modern Media Sponsor, shall cancel or forfeit the 7.32 million PubCo Warrants currently outstanding. 
 9. Forfeiture/Cancellation of
Shares. Concurrently with the Luxembourg Merger Closing, Modern Media Sponsor, or the distributees of the PubCo Shares owned by Modern Media Sponsor, shall cancel or forfeit 2.6 million PubCo Shares, subject to the Founder Share Clawback
provisions of Exhibit B or C, as applicable. 

  
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 10. Issuance of Warrants to Company Shareholders. In the event the amount of Gross Cash is less than
USD 70 million, PubCo shall issue at Closing to the former Company shareholders, for no additional consideration, on a pro rata, fully diluted basis and on the same terms as those provided in the PIPE, warrants to purchase a number of PubCo
Shares equal to the difference between (A) 7.32 million and (B) the aggregate number PubCo Shares issuable upon exercise of the warrants issued to purchasers of PubCo Shares in the PIPE pursuant to Section 1(b) hereof. Assuming Gross
Cash of USD 53 million, warrants to purchase at least 2.82 million PubCo Shares shall be issued at Closing to the former Company shareholders, on a pro rata, fully diluted basis and on the same terms as those provided in the PIPE, provided
that such number of warrants to purchase PubCo Shares shall be proportionately reduced to the extent Gross Cash is greater than USD 53 million, but less than USD 70 million. For purposes of clarity, the former Company Shareholders shall
not receive any warrants pursuant to this provision if Gross Cash is equal to or greater than USD 70 million. 
 11. Directors and Chairman. The
Shareholders’ Agreement will provide that (a) for a period of three years following the Closing, Lewis W. Dickey, Jr. (“Dickey”) will be a member of the board of directors of PubCo as the Modern Media Director (as defined
in the Shareholders’ Agreement), (b) for a period of one year following the Closing, Dickey will be the non-executive Chairman of the board of directors of PubCo, and (c) as consideration for his
duties as Chairman and a member of the board of directors of PubCo, Dickey shall receive an annual fee of USD 330,000, payable consistent with PubCo’s normal pay periods, for three years following the Closing. 

12. Macquarie Observer. The Shareholders’ Agreement will provide that MIHI (as defined in the Shareholders’ Agreement) or Modern Media
Sponsor, as applicable, will cease to have any rights to designate the Macquarie Observer (as defined in the Shareholders’ Agreement) upon the expiration of the Lock-Up Period (as defined in the Lock-Up Agreement executed by MIHI or Modern Media Sponsor, as applicable, at the Closing). 
 13. Amended and Restated
Right of First Refusal Agreement. Effective as of the Merger Closing, the second paragraph of the Amended and Restated Right of First Refusal Agreement, dated as of January 24, 2019, among Macquarie, Modern Media and PubCo. is hereby
amended and restated to read as follows: 
 “In recognition of the relationship between the Company and MIHI LLC, the Company agrees
that prior to the expiration of the Lock-Up Period (as defined in those certain one year lock-up agreements required to be entered into in connection with the BTA), the
Company shall, and shall cause its subsidiaries to, engage Macquarie Capital (USA) Inc. (together with any affiliate thereof designated by it to act for it under this letter agreement, “Macquarie Capital”) as: (a) a bookrunning
managing underwriter, a bookrunning managing placement agent, or a bookrunning managing initial purchaser, as the case may be, and financial advisor in connection with any offering or placement of securities


  
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(including, but not limited to, debt, equity, preferred and other hybrid equity securities or equity linked securities) or loan or other credit transaction by the Company or any of its
subsidiaries, in each case with Macquarie Capital receiving total compensation in respect of any such transaction that is equal to or better than 15% of the total compensation received by all underwriters, placement agents, and initial purchasers,
as the case may be, in connection with such transaction, and (b) a financial advisor in connection with any disposition of the business, assets or voting securities by the Company or any of its subsidiaries, in each case with Macquarie Capital
receiving total compensation in respect of any such transaction that is equal to or greater than 15% of the total compensation received by all financial advisors in connection with such transaction.” 

14. PIPE Update. Prior to the close of business on the date hereof, Modern Media will provide the Company with updated information regarding the PIPE
book, including information regarding commitments, indications and the active pipeline for the PIPE. 
 15. Miscellaneous. 

 

	 	a)	 This Agreement will be governed by and construed in accordance with the laws of the State of Delaware as to all
matters, including matters of validity, construction, effect, performance and remedies. 


  

	 	b)	 This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be as effective as delivery of a
manually executed counterpart of the Agreement. 


  

	 	c)	 This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the
Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of law, by any Party without the prior
written consent of the other Parties. 


 [Signatures appear on following page.] 

  
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 By executing this Agreement in the space provided below, the Parties hereby acknowledge and
agree to the foregoing. 
  

			
	MODERN MEDIA ACQUISITION CORP.
		
	By:	 	 /s/ Lewis W. Dickey, Jr.

	 Name: Lewis W. Dickey, Jr.
 Title:
President and Chief Executive Officer

	
	MODERN MEDIA ACQUISITION CORP. S.A.
		
	By:	 	 /s/ Lewis W. Dickey, Jr.

	 Name: Lewis W. Dickey, Jr.
 Title:
President and Chief Executive Officer

	
	UNLIMITED MUSIC S.A.
		
	By:	 	 /s/ Apostolos Zervos

	 Name: Apostolos Zervos
 Title:
Director

	
	AKAZOO LIMITED
		
	By:	 	 /s/ Apostolos Zervos

	 Name: Apostolos N. Zervos
 Title:
Chief Executive Officer

	
	MACQUARIE CAPITAL (USA) INC.
	(Solely for purposes of Section 13 hereof)
		
	By:	 	 /s/ Jin Chun

	 Name: Jin Chun
 Title: Managing
Director

		
	By:	 	 /s/ Matthew Friedmann

	 Name: Matthew Friedmann
 Title:
SVP



 [SIGNATURE PAGE TO LETTER
AGREEMENT] 











 Exhibit A 

GROSS CASH EQUAL TO OR EXCEEDING 

USD 53 MILLION, BUT LESS THAN USD 60 MILLION 
  

	1)	 Fees and Expenses. The reference in Section 9.1 of the Transaction Agreement to “$15
million” is hereby deleted and replaced with “$10 million”. The reference in Section 2.4(b)(vii) of the Transaction Agreement to “$18,000,000” is hereby deleted and replaced with “$13,000,000”. The following
sentence is hereby added at the end of Section 9.1 of the Transaction Agreement: 


 “The aforementioned fees,
costs and expenses of Modern Media (up to $10 million) will be paid 50% in cash and 50% in PubCo Shares, valued at $8.00 each.” 











 Exhibit B 

GROSS CASH EQUAL TO OR EXCEEDING 

USD 60 MILLION, BUT LESS THAN USD 70 MILLION 
  

	1)	 Founder Share Clawback. Section 9 of this Agreement is hereby amended and restated in its entirety
to read as follows: 


 “Concurrently with the Luxembourg Merger Closing, Modern Media Sponsor, or the distributees of
the PubCo Shares owned by Modern Media Sponsor, shall cancel or forfeit 2.35 million PubCo Shares.” 
  

	2)	 Fees and Expenses. The reference in Section 9.1 of the Transaction Agreement to “$15
million” is hereby deleted and replaced with “$12 million”. The reference in Section 2.4(b)(vii) of the Transaction Agreement to “$18,000,000” is hereby deleted and replaced with “$15,000,000”. The following
sentence is hereby added at the end of Section 9.1 of the Transaction Agreement: 


 “The aforementioned fees,
costs and expenses of Modern Media (up to $12 million) will be paid 50% in cash and 50% in PubCo Shares, valued at $8.00 each.” 
  

	3)	 Secondary Sales. The PIPE may include sales of up to USD 4 million of PubCo Shares held by the
former shareholders of the Company. 













 Exhibit C 

GROSS CASH EQUAL TO OR EXCEEDING 

USD 70 MILLION 
  

	1)	 Founder Share Clawback. Section 9 of this Agreement is hereby amended and restated in its entirety
to read as follows: 


 “Concurrently with the Luxembourg Merger Closing, Modern Media Sponsor, or the distributees of
the PubCo Shares owned by Modern Media Sponsor, shall cancel or forfeit 2.1 million PubCo Shares.” 
  

	2)	 Fees and Expenses. The reference in Section 9.1 of the Transaction Agreement to “$15
million” is hereby deleted and replaced with “$12 million”. The reference in Section 2.4(b)(vii) of the Transaction Agreement to “$18,000,000” is hereby deleted and replaced with “$15,000,000”. The following
sentence is hereby added at the end of Section 9.1 of the Transaction Agreement: 


 “The aforementioned fees,
costs and expenses of Modern Media (up to $12 million) will be paid in cash.” 
  

	3)	 Secondary Sales. The PIPE may include sales of up to USD 5 million of PubCo Shares held by the
former shareholders of the Company if Gross Cash equals USD 70 million. If Gross Cash exceeds USD 70 million, sales of PubCo Shares held by the former shareholders of the Company may exceed USD 5 million.