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 Lewis W. Dickey, Jr., President and Chief Executive
Officer, 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 March 24, 2017.
/s/ George Brokaw
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(Signature)
Name: George Brokaw
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Title: Director
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