LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND SECTION 16 REPORTING
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints William Drewry, Chief Financial Officer, and Adam
Kagan, General Counsel, of Modern Media Acquisition Corp. (the "Company") and
each of their respective successors, as the undersigned's true and lawful
attorney-in-fact (the "Attorney-in-Fact"), with full power of substitution and
resubstitution, each with the power to act alone for the undersigned and in the
undersigned's name, place and stead, in any and all capacities to:
1. Prepare, execute and submit to the Securities and Exchange
Commission ("SEC"), any national securities exchange or securities quotation
system and the Company any and all reports (including any amendment thereto) of
the undersigned required or considered advisable under Section 13 or Section 16
of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations thereunder, with respect to the equity securities of the Company,
including Forms 3, 4 and 5 and Schedule 13D or 13G; and
2. Obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
equity securities from any third party, including the Company and any brokers,
dealers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such third party to release any such information to the
Attorney-in-Fact.
The undersigned acknowledges that:
(a) This Limited Power of Attorney authorizes, but does not require,
the Attorney-in-Fact to act at his or her discretion on information provided to
such Attorney-in-Fact without independent verification of such information;
(b) Any documents prepared or executed by the Attorney-in-Fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information as the Attorney-in-Fact, in his or
her discretion, deems necessary or desirable;
(c) Neither the Company nor the Attorney-in-Fact assumes any liability
for the undersigned's responsibility to comply with the requirements of Section
13 or Section 16 of the Exchange Act, any liability of the undersigned for any
failure to comply with such requirements, or any liability of the undersigned
for disgorgement of profits under Section 16(b) of the Exchange Act; and
(d) This Limited Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's obligations under
Section 13 or Section 16 of the Exchange Act, including, without limitation,
the reporting requirements under Section 13 or Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all
intents and purposes, as the undersigned might or could do in person, hereby
ratifying and confirming all that the Attorney-in-Fact, or his or her substitute
or substitutes, shall lawfully do or cause to be done by authority of this
Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 4 or 5 or Schedule 13D or
13G with respect to the undersigned's holdings of and transactions in equity
securities of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Attorney-in-Fact. This Limited
Power of Attorney revokes all previous powers of attorney with respect to the
subject matter of this Limited Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of May 7, 2017.
MODERN MEDIA, LLC
/s/ Lewis W. Dickey, Jr.
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(Signature)
Name: Lewis W. Dickey, Jr.
Title: Manager
