20,000,000 Units INTERNATIONAL MEDIA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
WARRANT AGREEMENTWarrant Agreement • April 7th, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of [●], 2021, by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 28, 2021, by and among International Media Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 28, 2021, by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and David M. Taghioff (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 7th, 2021 • International Media Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 13th, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Warrant Agreement”) is made as of [●], 2021, by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of July 28, 2021 by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 28, 2021, by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 13th, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
July 28, 2021Letter Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of July 28, 2021 (this “Agreement”), by and among INTERNATIONAL MEDIA ACQUISITION CORP., a Delaware corporation (“Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
STOCK PURCHASE AGREEMENT dated October 22, 2022 by and among Risee Entertainment Holdings Private Ltd., Reliance Entertainment Studios Private Limited, and International Media Acquisition Corp.Stock Purchase Agreement • October 24th, 2022 • International Media Acquisition Corp. • Blank checks • Delaware
STOCK PURCHASE AGREEMENT, dated as of October 22, 2022 (this “Agreement”), by and among Risee Entertainment Holdings Private Limited., a private limited company incorporated in India (“Seller”), Reliance Entertainment Studios Private Limited, a private limited company incorporated in India (the “Company”), and International Media Acquisition Corp., a Delaware corporation (“Purchaser”).
FOURTH AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2024 • International Media Acquisition Corp. • Services-motion picture & video tape production
This Amendment No. 4 (this “Amendment”), dated as of January 2, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between International Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT TO PROMISSORY NOTE BInternational Media Acquisition Corp. • July 1st, 2024 • Services-motion picture & video tape production
This Amendment (this “Amendment to Note B”) to that certain Promissory Note B, dated as of February 27, 2024 (the “Note”), by and among International Media Acquisition Corp, a Delaware corporation(the “Maker”), and JC Unify Capital (Holdings) Limited or its designated affiliates, registered assigns or successors in interest (the “Payee”), is made and entered into effective as of June 28, 2024 by the Maker and the Payee.
WARRANT AGREEMENTWarrant Agreement • August 2nd, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Warrant Agreement”) is made as of July 28, 2021, by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
INTERNATIONAL MEDIA ACQUISITION CORP. 1604 US Highway 130 North Brunswick, NJ 08902International Media Acquisition Corp. • April 7th, 2021 • Blank checks
FORM OF EARNOUT AGREEMENTEarnout Agreement • October 24th, 2022 • International Media Acquisition Corp. • Blank checks • Delaware
This Earnout Agreement (this “Agreement”), dated as of October 22, 2022, is entered into by and between Risee Entertainment Holdings Private Limited, a private company incorporated in India, having its registered office at 502, Plot No. 91/94, Prabhat Colony, Santa Cruz (East) Mumbai 400 055 (the “Seller”), Reliance Entertainment Studios Private Limited, a private company incorporated in India, having its registered office at 8th Floor , 801/802 Lotus Grandeur, Veera Desai Road Ext, Oshiwara, Andheri West, Mumbai 400 053 (“Company”), and International Media Acquisition Corp., a Delaware corporation (“Parent”). The Seller, the Company, and the Parent are referred to herein each as a “Party” and together the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • September 21st, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Consulting Agreement (the “Agreement”), effective as of September 1, 2021 is entered into by and between International Media Acquisition Company Inc. (the “Company”) and Finney Jacob Cherian (the “Consultant”).
INTERNATIONAL MEDIA ACQUISITION CORP. 1604 US Highway 130 North Brunswick, NJ 08902 July 28, 2021International Media Acquisition Corp. • August 2nd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of International Media AcquisItion Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Content Creation Media LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1604 US Highway 130, North Brunswick, NJ 08902 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2023 • International Media Acquisition Corp. • Services-motion picture & video tape production
This Amendment No. 2 (this “Amendment”), dated as of January 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between International Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), effective as of October 29, 2021, is entered into by and between International Media Acquisition Corp., a Delaware corporation having its principal address at 1604 US Highway 130, North...Consulting Agreement • November 4th, 2021 • International Media Acquisition Corp. • Blank checks • New York
AMENDMENT TO PROMISSORY NOTEPromissory Note • July 1st, 2024 • International Media Acquisition Corp. • Services-motion picture & video tape production
This Amendment (this “Amendment”) to that certain Promissory Note, dated as of January 31, 2024 (the “Note”), by and among International Media Acquisition Corp, a Delaware corporation(the “Maker”), and JC Unify Capital (Holdings) Limited or its designated affiliates, registered assigns or successors in interest (the “Payee”), is made and entered into effective as of June 28, 2024 by the Maker and the Payee.
Ontogeny Capital L T DInternational Media Acquisition Corp. • June 25th, 2021 • Blank checks • New York
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2022 • International Media Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of July 26, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between International Media Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 7th, 2021 • International Media Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Ontogeny Capital (BVI) Ltd. Company Reg No. 2055872 Craigmuir Chambers Road Town Tortola, VG 1110 British Virgin IslandsConfidential • April 7th, 2021 • International Media Acquisition Corp. • Blank checks • New York
Securities Purchase AgreementSecurities Purchase Agreement • November 16th, 2023 • International Media Acquisition Corp. • Services-motion picture & video tape production • New York
This Securities Purchase Agreement (this “Agreement”), dated as of November 10_, 2023 is entered into between JC Unify Capital (Holdings) Limited, a BVI Company (the "Buyer"), Content Creation Media LLC, a Delaware limited liability company (“Sponsor”), and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”) and International Media Acquisition Corp, a Delaware corporation (“SPAC”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2024 • International Media Acquisition Corp. • Services-motion picture & video tape production
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of January 31, 2024, is entered into by and among JC Unify Capital (Holdings) Limited, a BVI Company (the "Buyer"), Content Creation Media LLC, a Delaware limited liability company (“Sponsor”), and Shibasish Sarkar, (“Seller”, together with the Sponsor the “Sellers”) and International Media Acquisition Corp, a Delaware corporation (“SPAC”).
FORM OF LOAN AND TRANSFER AGREEMENTForm of Loan and Transfer Agreement • January 26th, 2023 • International Media Acquisition Corp. • Services-motion picture & video tape production • Delaware
THIS LOAN AND TRANSFER AGREEMENT (this "Agreement") is made and entered into effectively as of [_], 2023 (the “Effective Date”), by, between and among ____________(the “Lender”), International Media Acquisition Corp., a Delaware corporation (“SPAC”) and Content Creation Media, LLC, a Delaware limited liability company (“Sponsor” or “Borrower”). Lender, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Dated: October 22, 2022 SHAREHOLDERS’ AGREEMENT AMONGST RISEE ENTERTAINMENT HOLDINGS PRIVATE LTD. AND RELIANCE ENTERTAINMENT STUDIOS PRIVATE LIMITED AND INTERNATIONAL MEDIA ACQUISITION CORP. SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 24th, 2022 • International Media Acquisition Corp. • Blank checks
RISEE ENTERTAINMENT HOLDINGS PRIVATE LTD., a private limited company incorporated under the laws of India, bearing corporate identity number U74999MH2018PTC309252 and having its registered office at 502, Plot No. 91/94, Prabhat Colony, Santa Cruz (East) Mumbai, Mumbai City, Maharashtra - 400055, India (hereinafter referred to as the “Seller”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the FIRST PART;
Sterling Global Limited Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE t: 020 7801 0077 e: natasha@sterlingmedia.co.uk Registration in England and Wales. Registration No 04403129 0 LETTER OF ENGAGEMENT & TERMS OF BUSINESS UK Public...International Media Acquisition Corp. • November 4th, 2021 • Blank checks
