Exhibit 10.3

   

  Investment Management trust agreement

   

  This Investment Management Trust Agreement (this “Agreement”)

      is made effective as of [●], 2021, by and between Heartland Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

   

  WHEREAS, the Company’s registration statement on Form
      S-1, File No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the
      Company’s shares of Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock, subject to adjustment
      (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

   

  WHEREAS, the Company has entered into an Underwriting
      Agreement, dated as of [●], 2021 (the “Underwriting Agreement”), with BofA Securities, Inc. and Moelis & Company LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)

      named therein; and

   

  WHEREAS, as described in the Prospectus, $204,000,000
      of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $234,600,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
      deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company, the holders of the shares of Common Stock issued in the Offering and the Underwriters as
      hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property are referred
      to as the “Public Stockholders,” and the Public Stockholders, the Company and the Underwriters are referred to together as the “Beneficiaries”); and

   

  WHEREAS, pursuant to the Underwriting Agreement, a
      portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ over-allotment option is exercised in full (the “General Deferred Discount”), is attributable to deferred underwriting discounts and commissions that will
      be payable by the Company to the Underwriters upon and concurrently with the consummation of a Business Combination (as defined below); and

   

  WHEREAS, the Company and the Trustee desire to enter
      into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

   

  NOW THEREFORE, IT IS AGREED:

   

  		1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


   

  (a)          Hold the Property in trust for the
      Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which Trust Account shall be established by the Trustee in the United States at [●] (or at another U.S. chartered commercial bank with consolidated assets of $100
      billion or more) and maintained by the Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

   

  (b)          Manage, supervise and administer the Trust
      Account subject to the terms and conditions set forth herein;

   

  
     

    
      
 

  

   

  (c)          In a timely manner, upon the written
      instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a
      maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S.
      government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
      instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;

   

  (d)          Collect and receive, when due, all
      principal, interest or other income arising from the Property, which shall become part of the Property, as such term is used herein;

   

  (e)          Promptly notify the Company and the
      Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;

   

  (f)          Supply any necessary information or
      documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of
      the Company’s financial statements by the Company’s auditors;

   

  (g)          Participate in any plan or proceeding for
      protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

   

  (h)          Render to the Company, and to such other
      persons as the Company may instruct, monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

   

  (i)          Commence liquidation of the Trust Account
      only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
        B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or Secretary or the Chairman of its Board of Directors (the “Board”) or by any other
      authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable and, in the case of a
      Termination Letter in the form of Exhibit B hereto, less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or
      (y) the date which is, the later of (1) 18 months after the closing of the Offering, or up to 21 months after the closing of the Offering at the election of the Company, subject to certain conditions, including the deposit of $2,000,000 (or $0.10 per
      unit) into the Trust Account, and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, as the same may be amended (the “Certificate of
          Incorporation”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached hereto as
      Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxable payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses)
      shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;

   

  
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  (j)          Upon written request from the Company,
      which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned
      on the Property requested by the Company to cover any tax obligations owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
      funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
      obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so long as such distribution shall not result in a reduction in the principal amount per Unit
      initially deposited in the Trust Account; provided, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the
      State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that no amount in excess of interest income earned on the Property
      shall be payable from the Trust Account). The Withdrawal Instruction of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
      request;

   

  (k)          Upon written request from the Company,
      which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount
      requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted for redemption in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (A) to modify the
      substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering
      (such shares, the “Public Shares”) if the Company has not consummated an initial Business Combination within such time as is described in the Certificate of Incorporation or (B) with respect to any other provision relating to
      stockholders’ rights or pre-initial Business Combination activity. The Stockholder Redemption Withdrawal Instruction of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the
      Trustee shall have no responsibility to look beyond said request; and

   

  (l)          Not make any withdrawals or distributions
      from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.

   

  		2.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


   

  (a)          Give all instructions to the Trustee
      hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or Secretary or another authorized officer of the Company. In addition, except with respect to
      its duties under Sections 1(i), (j) and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
      care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

   

  (b)          Subject to Section 4 hereof, hold
      the Trustee harmless and indemnify the Trustee from and against any and all documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in
      connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
      the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
      of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
      The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be
      unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

   

  
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  (c)          Pay the Trustee the fees set forth on Schedule

        A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be
      used to pay such fees unless and until it is distributed to, or on behalf of, the Company pursuant to Section 1(i) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the
      consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;

   

  (d)          In connection with any vote of the
      Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide
      to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;

   

  (e)          Provide the Representatives with a copy of
      any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;

   

  (f)          Instruct the Trustee to make only those
      distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement;

   

  (g)          Expressly provide in any Instruction
      Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form attached hereto as Exhibit A that the General Deferred Discount be paid directly to the account or accounts directed by the
      Representatives; and

   

  (h)          Within four (4) business days after the
      Underwriters’ exercise of the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the General Deferred Discount, which shall in no event
      be less than $7,000,000 (or $8,050,000 if the Underwriters’ over-allotment option is exercised in full).

   

  		3.	Limitations of Liability. The Trustee shall have no responsibility or liability to:


   

  (a)          Imply obligations, perform duties, inquire
      or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

   

  (b)          Take any action with respect to the
      Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party under this Agreement except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

   

  
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  (c)          Institute any proceeding for the
      collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided
      herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

   

  (d)          Change the investment of any Property,
      other than in compliance with Section 1 hereof;

   

  (e)          Refund any depreciation in principal of
      any Property;

   

  (f)          Assume that the authority of any person
      designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

   

  (g)          The Company or to anyone else for any
      action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall
      be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only
      as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
      signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
      delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

   

  (h)          Verify the accuracy of the information
      contained in the Registration Statement;

   

  (i)          Provide any assurance that any Business
      Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

   

  (j)          File information returns with respect to
      the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

   

  (k)          Prepare, execute and file tax reports,
      income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
      franchise and income tax obligations, except pursuant to Section 1(j) hereof; or

   

  (l)          Verify calculations, qualify or otherwise
      approve the Company’s written requests for distributions pursuant to Sections 1(i), (j) and (k) hereof.

   

  4.           Trust Account Waiver.
      The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may
      have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the
      Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

   

  
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  		5.	Termination. This Agreement shall terminate as follows:


   

  (a)          If the Trustee gives written notice to the
      Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company
      notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
      not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee
      within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern
      District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

   

  (b)          At such time that the Trustee has
      completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
      terminate except with respect to Section 2(b).

   

  		6.	Miscellaneous.


   

  (a)          The Company and the Trustee each
      acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
      procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
      executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
      Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.

   

  (b)          This Agreement shall be governed by and
      construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in
      several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

   

  (c)          This Agreement contains the entire
      agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote
      of sixty-five percent (65%) or more of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any
      Public Stockholder who has properly elected to redeem his, her or its Public Shares in connection with a stockholder vote to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
      a typographical error) by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification to Section 1(i), 2(g) or Exhibit A may be made without the prior
      written consent of the Representatives.

   

  
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  (d)          The parties hereto consent to the
      jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH
        PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

   

  (e)          Any notice, consent or request to be given
      in connection with any of the terms or provisions of this 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 by electronic mail:

   

  if to the Trustee, to:

   

  Continental Stock Transfer &
      Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

      Email: fwolf@continentalstock.com

   

  if to the Company, to:

   

  Heartland Media Acquisition Corp.

      3282 Northside Parkway, Suite 275

      Atlanta, Georgia 30327

      Attn: Robert S. Prather, Jr.

      Email: bob@heartlandtv.com

   

  in each case, with copies to:

   

  Proskauer Rose LLP

      Eleven Times Square

      New York, New York 10036

      Attn: Daniel Forman

      Email: dforman@proskauer.com

   

  if to the Underwriters, to

   

  BofA Securities, Inc.

      One Bryant Park

      New York, New York 10036

      Attn: ECM Legal

   

  Moelis & Company LLC

      399 Park Avenue, 5th Floor

      New York, New York 10022

      Attn: Steven Halperin

      Email: steven.halperin@moelis.com

      

      and

      

      Davis Polk & Wardwell LLP

      450 Lexington Avenue

      New York, New York 10017

      Attn: Derek Dostal

      Email: derek.dostal@davispolk.com

   

  
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  (f)          Each of the Company and the Trustee hereby
      represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
      proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

   

  (g)          This Agreement is the joint product of the
      Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

   

  (h)          This Agreement may be executed in
      counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature” and words of like import in this Agreement
      or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other
      electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or
      stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal
      Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
      Uniform Commercial Code.

   

  (i)          Each of the Company and the Trustee hereby
      acknowledges and agrees that the Representatives, on behalf of the Underwriters, are third party beneficiaries of this Agreement.

   

  (j)          Except as specified herein, no party to
      this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

   

  [Signature Page Follows]

   

  
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  IN WITNESS WHEREOF, the
      parties have duly executed this Investment Management Trust Agreement as of the date first written above.

    

  	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	Name:  Francis Wolf
	 	Title:   Vice President
	 	 	 
	 	HEARTLAND MEDIA ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:  Robert S. Prather, Jr.
	 	Title:   Chief Executive Officer and Director


   

  [Signature Page to Investment Management Trust Agreement]

   

  
     

    
      
 

  

   

  Schedule A

   

  	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500	 
	 	 	 	 	 	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective
            date of the IPO by wire transfer or check	 	$	10,000	 
	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250	 
	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i) 	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	Prevailing rates	 


   

  
     

    
      
 

  

   

  Exhibit A

   

  [letterhead of company]

      [insert date]

   

  Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account – Termination Letter

   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(i) of the Investment Management
      Trust Agreement between Heartland Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise
      you that the Company has entered into an agreement with [●] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [●]. The Company shall notify you at
      least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall
      have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we
      hereby authorize you to commence to liquidate all of the assets of the Trust Account, such that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
      and the Representatives, solely with respect to the General Deferred Discount, shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the Trust Account awaiting distribution, none of the Company or
      the Representatives will earn any interest or dividends.

   

  On the Consummation Date (i) counsel for the Company
      shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
      and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company (the “Vote Verification Certificate”), which verifies that either (i) the Business Combination has been approved by a vote of the
      Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has been held, and (b) a joint written instruction signed by the Company and the Representatives
      with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public Stockholders who have properly exercised their redemption rights and express instructions to pay the General Deferred Discount from the
      Trust Account directly to the account or accounts directed by the Representatives (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the
      Notification, the Vote Verification Certificate and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without
      penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the
      funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

   

  
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  In the event that the Business Combination is not
      consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
      funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following such original Consummation Date as set forth in such notice as soon thereafter as possible.

   

  	 	Very truly yours,
	 	 	 
	 	Heartland Media Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name: 
	 	Title: 


   

  		Cc:	BofA Securities, Inc.


  			Moelis & Company LLC


   

  
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  Exhibit B

   

  [Letterhead of Company]

      [Insert date]

   

  Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account – Termination Letter

   

   Dear Mr. Wolf:

   

  Pursuant to Section 1(i) of the Investment Management
      Trust Agreement between Heartland Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise
      you that the Company has been unable to effect a Business Combination within the time frame specified in the Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined
      herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust Agreement, we
      hereby authorize you to liquidate all of the assets in the Trust Account and keep the total proceeds thereof in the Trust Account to await distribution to the Public Stockholders. The Company has selected [●] as the effective date for the purpose of
      determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Account. You
      agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Certificate of Incorporation. Upon
      the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in
      Section 1(i) of the Trust Agreement.

   

  	 	Very truly yours,
	 	 	 
	 	Heartland Media Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name: 
	 	Title:


   

  		Cc:	BofA Securities, Inc.


  			Moelis & Company LLC


   

  
    B-1

    
      
 

  

   

  Exhibit C

   

  [Letterhead of company]

      [insert date]

   

  

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account Tax Payment Withdrawal Instruction

   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(j) of the Investment
      Management Trust Agreement between Heartland Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the
      Company hereby requests that you deliver to the Company $_____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay for the tax
      obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
      the Company’s operating account at:

   

  [WIRE INSTRUCTION INFORMATION]

   

  	 	Very truly yours,
	 	 	 
	 	Heartland Media Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name: 
	 	Title:


   

  		Cc:	BofA Securities, Inc.


  		 	Moelis & Company LLC


   

  
    C-1

    
      
 

  

   

  Exhibit D

   

  [Letterhead of company]

      [insert date]

   

  Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account – Stockholder Redemption Withdrawal Instruction

   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(k) of the Investment
      Management Trust Agreement between Heartland Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (“Trust Agreement”), the Company
      hereby requests that you deliver $[●] of the principal and interest income earned on the Property as of the date hereof to the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company as described below.
      Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay the Public
      Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s
      obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated its initial Business Combination within such time as is described in the
      Certificate of Incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
      upon your receipt of this letter to a segregated account held by you on behalf of such Public Stockholders in accordance with your customary procedures.

   

  	 	Very truly yours,
	 	 	 
	 	Heartland Media Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name: 
	 	Title: 


   

  		Cc:	BofA Securities, Inc.


  		 	Moelis & Company LLC


   

  D-1