Exhibit 10.1


 


Dated: October 22, 2022


 


SHAREHOLDERS’ AGREEMENT


 


AMONGST


 


RISEE ENTERTAINMENT HOLDINGS PRIVATE LTD.


 


AND


 


RELIANCE ENTERTAINMENT STUDIOS PRIVATE LIMITED


 


AND


 


INTERNATIONAL MEDIA ACQUISITION CORP.


 









    Page 1 of 37


     


    

 


SHAREHOLDERS’ AGREEMENT


 


This Shareholders’ Agreement (the “Agreement”)
is executed at Delhi on October 22, 2022 (“Execution Date”),


 


BY AND AMONGST:


 


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;


 


AND


 


RELIANCE ENTERTAINMENT STUDIOS PRIVATE LIMITED,
a private limited company incorporated under the laws of India, bearing corporate identity number U22300MH2019PTC321407 and having its
registered office at 8th Floor , 801/802 Lotus Grandeur, Veera Desai Road Extension, Oshiwara, Andheri West Mumbai, Mumbai City, Maharashtra
- 400053, India (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context
or meaning thereof, mean and include its successors and permitted assigns) of the SECOND PART;


 


AND


 


INTERNATIONAL MEDIA ACQUISITION CORP.,
a Delaware corporation bearing state file number 4749847 having its registered office at 1604 US Highway 130 North Brunswick, NJ 08902
(hereinafter referred to as the “Purchaser”, which expression shall, unless repugnant to the context or meaning thereof,
mean and include its successors and permitted assigns) of the THIRD PART.


 


The Seller, the Company
and the Purchaser are hereinafter collectively referred to as the “Parties”, and individually as “Party”.


 


		WHEREAS:	



 


		A.	The Company, its Subsidiaries and/or Joint
                                            Ventures (the “Company Group”) are media and entertainment companies and
                                            the Company Group is engaged in the creation, acquisition, marketing and distribution of
                                            content across film, television, web and digital platforms, animation, games and new media,
                                            as also in related, ancillary and derivative products and services to the above which, without
                                            limitation, includes artist management, film production (including pre and post), media planning
                                            and buying services, licensing, merchandising, training and education, music, public performances,
                                            OTT platforms, import, export, trading in the media and entertainment sector (as conducted
                                            by the Company Group, the “Business”);



 






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		B.	Purchaser is a blank check company formed
                                            for the sole purpose of entering into a share exchange, asset acquisition, share purchase,
                                            recapitalization, reorganization or other similar business combination with one or more businesses
                                            or entities;



 


		C.	Seller is the sole beneficial shareholder
                                            of the Company and owns beneficially and of record 100% of the Fully Diluted Share Capital
                                            of the Company;



 


		D.	The Parties have executed a stock purchase
                                            agreement of even date (hereinafter referred to as the “SPA”) in accordance
                                            with which the Purchaser proposes to purchase the Company Shares (as defined hereunder) at
                                            the Purchase Price (as defined hereunder) and the Seller proposes to sell, transfer, convey,
                                            assign and deliver to the Purchaser, all rights, title and interest in and to the Company
                                            Shares, in a series of transactions, in the manner and method as stipulated under the SPA;



 


		E.	The Purchaser and Seller are now desirous
                                            of recording their rights and obligations as Shareholders of the Company and are therefore
                                            executing this Agreement along with the Company to record their mutual understanding with
                                            respect to their inter se rights and obligations in the Company, the management of
                                            the Company and certain other matters pertaining to the operations of the Company.



 


NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES
AND THE MUTUAL PROMISES AND COVENANTS AS SET FORTH HEREUNDER AND OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH HAS
BEEN AGREED TO AND ACKNOWLEDGED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


In this Agreement, unless the context
otherwise requires, the terms and expressions when used with the first letter capitalized shall bear the meanings ascribed to them below.


 


		(a)	“Act” shall mean the
                                            Companies Act, 2013, as amended from time to time;



 


		(b)	“Acquisition” shall
                                            mean the purchase of the Company Shares by Purchaser in accordance with the terms of the
                                            SPA;



 






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		(c)	“Additional Agreements”
                                            shall mean the SPA, and any other documents, instruments and/or certificates which pertain
                                            to the Acquisition and have been specifically agreed by the Purchaser and Seller to be ‘Additional
                                            Agreements’;



 


		(d)	“Additional Closing”
                                            shall have the meaning as ascribed to it under the SPA;



 


		(e)	“Additional Closing Date(s)”
                                            shall mean the date(s) on which each Additional Closing occurs, in accordance with the terms
                                            of the SPA;



 


		(f)	“Additional Company Shares”
                                            shall mean the Company Shares which shall be purchased by the Purchaser from the Seller on
                                            each Additional Closing Date as set forth under the SPA;



 


		(g)	“Additional Purchase Price”
                                            shall mean the purchase price paid by the Purchaser for each purchase of Additional Company
                                            Shares as determined in accordance with the SPA;



 


		(h)	“Affiliate” shall mean
                                            any Person that, directly or indirectly, through one or more intermediaries, Controls, is
                                            Controlled by, or is under common Control with a Party and shall include a Subsidiary, Joint
                                            Venture or a holding company of such Person;



 


		(i)	“Agreement” shall mean
                                            this shareholders’ agreement entered into by the Parties, as may be amended from time
                                            to time, and shall include all the recitals, appendices and schedules to this shareholders’
                                            agreement;



 


		(j)	“Applicable Law” shall
                                            mean any applicable domestic or foreign, federal, state, provincial, municipal, local or
                                            other law, regulations, administrative orders, ordinance, constitution, decree, principles
                                            of common law, binding governmental policies, statute or treaty, and shall include notifications,
                                            guidelines, policies, directions, directive and orders of any statutory authority, board,
                                            tribunal or recognised Stock Exchange;



 


		(k)	“Articles” shall mean
                                            the Articles of Association of the Company as on the Execution Date, as may be amended from
                                            time to time;



 


		(l)	“Board” shall mean
                                            the board of Directors of the Company;



 


		(m)	“Business Day” means
                                            any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions
                                            in New York, New York or Mumbai, India are authorized to close for business, excluding as
                                            a result of “stay at home”, “shelter-in-place”, “non-essential
                                            employee” or any other similar orders or restrictions or the closure of any physical
                                            branch locations at the direction of any Government Authority so long as the electronic funds
                                            transfer systems, including for wire transfers, of commercially banking institutions in New
                                            York, New York are generally open for use by customers on such day;



 






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		(n)	“Company Group” shall
                                            mean the Company, its Subsidiaries and its Joint Ventures;



 


		(o)	“Company Shares” shall
                                            mean 10,000 (ten thousand) Shares of the Company, which shall comprise 100% of the Fully
                                            Diluted Share Capital of the Company, all of which are beneficially held by the Seller as
                                            on the Execution Date (and shall include any other Shares held by the Seller till such time
                                            that the Purchase Period is completed);



 


		(p)	“Competitor” shall
                                            mean any Person who is engaged in a business activity which is identical or similar to the
                                            Business of the Company or the Company Group;



 


		(q)	“Confidential Information”
                                            shall mean (i) all of the Company’s business plans, mechanisms, business related functions,
                                            activities and services, customer lists, knowledge of customer needs and preferences, trade
                                            secrets, details of any Intellectual Property Rights/proprietary information, business strategies,
                                            marketing strategies, methods of operation, tax records, markets, other valuable information
                                            and trade related information relating to the business and activities of the Company and
                                            information which are useful or necessary for the success of the Company’s business
                                            and activities, financial information, such as Company’s earnings, assets, debts, prices,
                                            pricing structure, estimates, volumes of customers, transaction details such as names or
                                            address, terms of services, contracts of particular transactions, or related information
                                            about Company employees, customers, potential customers; marketing information, such as details
                                            about ongoing or proposed marketing programs or agreements by or on behalf of the Company,
                                            projections, sales forecasts or results of marketing efforts or information about impending
                                            transactions; personnel information; and customer information, such as any compilation of
                                            past, existing or prospective customers, customers’ proposals or agreements between
                                            customers and status of customers’ accounts or credit, or related information about
                                            actual or prospective customers and (ii) similar information as stated above, pertaining
                                            to either of the Seller, Purchaser or the Company Group and (iii) any information pertaining
                                            to the Acquisition including the terms of this Agreement and the Additional Agreements;



 


		(r)	“Control” of a Person
                                            shall mean the possession, directly or indirectly, of the power to direct or cause the direction
                                            of the management and policies of such Person, whether through the ownership of voting securities,
                                            by contract, or otherwise. “Controlled”, “Controlling”
                                            and “under common Control with” have correlative meanings;



 






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		(s)	“Damages” shall mean:



		(i)	amounts paid in settlement, interest, court
                                            costs, costs of investigation, fees and expenses of attorneys, accountants, actuaries, and
                                            other experts, and other expenses of litigation or of any claim, default, or assessment;



		(ii)	any and all monetary (or where the context
                                            so requires, monetary equivalent of) damages, fines, fees, penalties as applicable under
                                            Applicable Laws, losses, and out-of-pocket expenses (including without limitation any liability
                                            imposed under any award, writ, order, judgment, decree or direction passed or made by any
                                            Person); and



		(iii)	any punitive, or other exemplary or extra
                                            contractual damages payable or paid in respect of any contract;



 


		(t)	"Deadlock” shall have
                                            the meaning attributed to it under Clause 15.1 of this Agreement;



 


		(u)	“Director(s)” shall
                                            mean the director(s) of the Company;



 


		(v)	“Dispute” shall have
                                            the meaning attributed to it under Clause 14.1;



 


		(w)	“Employees” shall mean
                                            individuals who are the confirmed/permanent employees of the Company;



 


		(x)	“Encumbrance” shall
                                            mean (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment,
                                            deed of trust, security interest or other encumbrance of any kind securing, or conferring
                                            any priority of payment in respect of, any obligation of any Person, including without limitation,
                                            any right granted by a transaction which, in legal terms, is not the granting of security
                                            but which has an economic or financial effect similar to the granting of security under Applicable
                                            Law, (ii) any voting agreement, interest, option, pre-emptive rights, right of first offer,
                                            refusal or Transfer restriction in favour of any Person, except as already provided in the
                                            Articles and (iii) any adverse claim as to title, possession or use and “Encumber”
                                            shall be construed accordingly;



 


		(y)	“Equity Share/s” shall
                                            mean any equity share that forms part of the Fully Diluted Share Capital of the Company;



 


		(z)	“Existing Inter-Company Loans”
                                            shall have the meaning as ascribed to it under the SPA;



 


		(aa)	“Fully Diluted Share Capital”
                                            shall mean the aggregate of the existing paid-up equity share capital of the Company and
                                            shall assume for such computation that all outstanding convertible securities (whether or
                                            not by their terms then currently convertible, exercisable or exchangeable), share options,
                                            warrants, including but not limited to any outstanding commitments to issue Shares at a future
                                            date, have been so converted, exercised or exchanged;



 






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		(bb)	“Government Authority(ies)”
                                            shall mean:



		(a)	A
                                            government, whether foreign, federal, state, territorial or local which has or claims jurisdiction
                                            over either of the Parties or a department, office or ministry of such government acting
                                            in that capacity;



		(b)	Any
                                            commission, agency, board or other governmental, semi-governmental, judicial, quasi-judicial
                                            administrative, monetary or fiscal authority, tribunal;



 


		(cc)	“Initial Acquisition”
                                            shall mean the acquisition of the Initial Company Shares;



 


		(dd)	“Initial Closing”
                                            shall have the meaning as ascribed to it under Clause 3.1 of the SPA;



 


		(ee)	“Initial Company Shares”
                                            shall mean 3,920 (three thousand nine hundred and twenty) of the Company Shares, which shall
                                            comprise of 39.20% of the issued and outstanding Fully Diluted Share Capital of the Company,
                                            agreed to be acquired by the Purchaser at Initial Closing;



 


		(ff)	“Intellectual Property”
                                            and “Intellectual Property Rights” and “IPR” shall
                                            mean all of the worldwide intellectual property rights and proprietary rights associated
                                            with any of the following, whether registered, unregistered or registrable, to the extent
                                            recognized in a particular jurisdiction: discoveries, inventions, ideas, technology, know-how,
                                            trade secrets, and Software, in each case whether or not patentable or copyrightable (including
                                            proprietary or confidential information, systems, methods, processes, procedures, practices,
                                            algorithms, formulae, techniques, knowledge, results, protocols, models, designs, drawings,
                                            specifications, materials, technical data or information, and other information related to
                                            the development, marketing, pricing, distribution, cost, sales and manufacturing) (collectively,
                                            “Trade Secrets”); trade names, trademarks, service marks, trade dress,
                                            product configurations, other indications of origin, registrations thereof or applications
                                            for registration therefor, together with the goodwill associated with the foregoing (collectively,
                                            “Trademarks”); patents, patent applications, utility models, industrial
                                            designs, supplementary protection certificates, and certificates of inventions, including
                                            all re-issues, continuations, divisionals, continuations-in-part, re-examinations, renewals,
                                            counterparts, extensions, and validations thereof (collectively, “Patents”);
                                            works of authorship, copyrights, copyrightable materials, copyright registrations and applications
                                            for copyright registration (collectively, “Copyrights”); domain names
                                            and URLs (collectively, “Domain Names”), social media accounts, and other
                                            intellectual property, and all embodiments and fixations thereof and related documentation
                                            and registrations and all additions, improvements and accessions thereto;






 






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		(gg)	“Joint Ventures” means
                                            the following entities: (a) Rohit Shetty Picturez LLP; (b) Select Flix LLP; (c) Window Seat
                                            Films LLP; (d) Y-Not Films LLP; (e) Film Hangar LLP; (f) Global Cinemas LLP; and (g) Plan
                                            C Studios LLP;



 


		(hh)	“Key Employees” shall
                                            mean (a) any employee of the Company having an annual remuneration of at least INR 2,00,00,000
                                            (Rupees two crores) per annum, (b) chief executive officer, chief operating officer, head
                                            of sales or business development, head of finance (or chief financial officer), head of technology,
                                            head of operations, head of (respective) products; and (c) any other employee as may be determined
                                            mutually by the Purchaser and the Seller;



 


		(ii)	“Majority Shareholder”
                                            shall mean such Shareholder (i.e. either the Seller or Purchaser) holding more than 50% of
                                            the Fully Diluted Share Capital of the Company at the relevant point in time;



 


		(jj)	“Material Provisions”
                                            means any provisions of Clause 2 (Management of the Company), Clause 3 (Shareholders Meetings)
                                            and Clause 6 (Lock in and Non Disposal Undertaking);



 


		(kk)	“Memorandum” shall
                                            mean the Memorandum of Association of the Company, as on the Execution Date hereof;



 


		(ll)	“Minority Shareholder”
                                            shall mean such Shareholder (i.e. either the Seller or Purchaser) who is not the Majority
                                            Shareholder at the relevant point in time;



 


		(mm)	“Person” shall mean
                                            any natural person, limited or unlimited liability company, corporation, general partnership,
                                            limited partnership, proprietorship, trust, union, association, court, tribunal, agency,
                                            government, ministry, department, commission, self-regulatory organisation, arbitrator, board,
                                            or other entity, enterprise, authority, or business organisation;



 


		(nn)	“Purchase Period”
                                            shall mean the period commencing on the Initial Closing and continuing until the earlier
                                            of: (a) Purchaser having purchased all of the Company Shares from the Seller in accordance
                                            with the SPA, or (b) the date on which the Purchaser fails to acquire the Company Shares
                                            (or any part thereof) in accordance with the terms (including timelines) mentioned in the
                                            SPA;



 


		(oo)	“Purchase Price” shall
                                            have the meaning as ascribed to it under the SPA;



 


		(pp)	“Representations and Warranties”
                                            shall mean the representations and warranties made and/or provided by the Parties to
                                            each other under the SPA and this Agreement, as the case may be;



 






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		(qq)	“Reserved Matters”
                                            shall mean the matters listed in Clause 2.17, for which any decision with respect to such
                                            matters would require prior written consent and which shall be subject to further conditions
                                            as stipulated under this Agreement;



 


		(rr)	“Resolution Period”
                                            shall have the meaning attributed to it under Clause 14.1;



 


		(ss)	“Rules” shall have
                                            the meaning attributed to it under Clause 14.1;



 


		(tt)	“Rupees” or “INR”
                                            shall mean the lawful currency of the Republic of India;



 


		(uu)	“Securities” means
                                            and includes any shares, scrips, bonds, derivates, options, warrants, debentures (convertible
                                            and non-convertibles), preference shares (convertible and non-convertible), bonds, units,
                                            rights, or any other securities, including securities which are directly or indirectly convertible
                                            into, or exercisable or exchangeable for shares of a company, whether or not then currently
                                            convertible, exercisable or exchangeable;



 


		(vv)	“Share/s” shall mean
                                            any shares that forms part of the Fully Diluted Share Capital of the Company;



 


		(ww)	“Shareholders” shall
                                            mean the existing shareholders of the Company at any time;



 


		(xx)	“SPA” shall mean the
                                            stock purchase agreement of even date executed between the Seller, the Company and the Purchaser;



 


		(yy)	“Subsidiary” shall
                                            mean, with respect to any Person, each entity of which more than 50% of the Shares or other
                                            equity or voting securities are owned directly or indirectly by such Person or such entity
                                            is otherwise Controlled by such Person owned, directly or indirectly, by such Person; and



 


		(zz)	“USD” or “Dollar”
                                            shall mean the lawful currency of the United States of America.



 


		1.2	Interpretation



 


Unless the context otherwise requires
in this Agreement:


 


		(a)	words importing persons or parties shall
                                            include firms and corporations and any organisations having legal capacity;



		(b)	words importing the singular include the
                                            plural and vice versa where the context so requires;



		(c)	all references to a number of Shares of
                                            a series or class of Shares shall be automatically adjusted to reflect any share splits,
                                            share combinations, share dividends, recapitalizations, reorganizations or the like occurring
                                            after the date hereof with respect to such series or class, as applicable;



 






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		(d)	reference to any law shall include such
                                            law as from time to time enacted amended, supplemented or re-enacted;



		(e)	reference to any gender includes a reference
                                            to all other genders;



		(f)	reference to the words “include”
                                            or “including” shall be construed without limitation;



		(g)	reference to this Agreement or any other
                                            agreement, deed or other instrument or document shall be construed as a reference to such
                                            agreement, deed or other instrument or document as the same may from time to time be amended,
                                            varied supplemented or novated; and



		(h)	the headings and titles in this Agreement
                                            are indicative only and shall not be deemed part thereof or be taken into consideration in
                                            the interpretation or construction hereof.



 


		1.3	Other Definitions



 


All
capitalized terms not defined in Clause 1.1 shall have the meanings assigned to them either in the other parts of the Agreement including
in the introduction to, recitals of and body of this Agreement when defined by use in bold letters enclosed within quotes (“ ”);.
Provided that in the absence of a definition being provided for a term, word or phrase used in this Agreement, no meaning shall be assigned
to such term, word, phrase which derogates or detracts from, in any way, the intent of this Agreement.


 


		2.	MANAGEMENT OF THE COMPANY



 


		2.1	Directors:



 


The Company shall be managed
by the Board of Directors.


 


		2.2	Board Composition:



 


Immediately at Initial Closing, the
Seller and the Company shall take all necessary actions to ensure that the Board shall be reconstituted to comprise of 5 (five) Directors,
of which, subject to Section 2.17 of this Agreement, 3 (three) Directors shall be nominated by the Purchaser and 2 (two) Directors shall
be nominated by the Seller.


 


The Purchaser hereby nominates and
appoints Mr. Shibasish Sarkar, and any two other nominees of the Purchaser as decided by the Purchaser, as the initial nominee Director(s)
of the Company who shall each serve for a term of 2 (two) years and may continue to serve as Directors subject to the approval, which
shall not be withheld without a valid reason, and the requisite resolutions passed by the Board. The Director(s) nominated and appointed
by the Purchaser shall hereinafter be referred to as the “Purchaser Director(s)”.





 






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The Seller will have the right to nominate
2 (two) Directors onto the Board, who shall serve for a term of 2 (two) years and may continue to serve as Directors subject to the approval,
which shall not be withheld without a valid reason, and the requisite resolutions passed by the Board (each hereinafter referred to as
the “Seller Director”).


 


The right to nominate a Director (including
an Additional Director) shall be deemed to include the right to nominate, replace or remove such Director. Any such representative appointed
in place of the outgoing Director shall have the same status, and same rights as those enjoyed by the outgoing Director. In such an event,
the Seller and the Purchaser (as the case may be) shall exercise their rights (including voting rights) in such manner so as to cause
the appointment of such representative as a Director.


 


The Parties agree to vote in favour
of the appointment of any Directors nominated pursuant to the terms of this Agreement.


 


So long as the Seller and/or Purchaser
holds any Shares, the Seller and the Purchaser shall each be entitled to appoint 1 (one) observer to the Board (“Observer”),
in addition to the Director(s) nominated by either Party. The Observer shall have the right to receive all notices relating to Board
meetings. The Observer shall not be (i) considered for the constitution of a valid quorum for the meetings of the Board, and (ii) entitled
to vote with respect to any resolution proposed to be passed at a meeting of the Board or by circulation.


 


		2.3	Additional Directors



 


Additional Directors may be appointed
to the Board subsequently from time to time but only with the prior written consent of the Seller and the Purchaser.


 


		2.4	No Qualification Shares



 


A Director need not hold any qualification
Shares in order to be on the Board.


 


		2.5	Casual Vacancies



 


If any Director dies, resigns, vacates
or is removed from office before his/her term expires, the resulting casual vacancy may be filled only by a nominee of the Shareholder
who had originally appointed the Director vacating office, but any person so nominated, shall retain his/her office only so long as the
vacating Director would have retained the same, if no vacancy had occurred.


 


		2.6	Proceedings of Board



 


Subject to Clause 2.17 relating to
the approval of certain Reserved Matters, the Board shall approve decisions or pass resolutions and grant consents only at meetings held
in accordance with the procedures set out in this Clause 2.





 






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		2.7	Number of Board Meetings and Venue



 


The Board shall meet at least 4 (four)
times in every calendar year and at least once in every calendar quarter. Meetings of the Board shall be held at such place, as the Directors
may agree, from time to time. Subject to Applicable Laws, all reasonable expenses and costs incurred by the Directors to attend such
meetings shall be borne by the Company. At each Board meeting, the Directors will mutually appoint one of them as the Chairman to preside
over that meeting. The Chairman will have no casting or second vote. The Directors shall not receive a sitting fee for attending Board
meetings. Each board meeting shall necessarily have a video conferencing facility in accordance with Applicable Law by which each director
can attend, participate and vote in the Board meeting.


 


		2.8	Convening Meetings of the Board



 


Any Director may, and the secretary
of the Company, if so appointed, shall on the requisition of a Director, summon a meeting of the Board, in accordance with the notice
and other requirements set out below.


 


		2.9	Notice for Board Meetings



 


At least 7 (seven) calendar days prior
written notice shall be given to each of the Directors of any meeting of the Board. Notice of Board Meetings shall be sent by email as
well as in hard copy by over night courier and in such other manner as may be required by Applicable Law. A meeting of the Board may
be held at shorter notice with prior written intimation to all Directors and the prior written consent of the both the Seller and Purchaser
Director(s) (which may be signified by letter, facsimile or e-mail with receipt acknowledged).


 


		2.10	Contents of Notice



 


Every notice convening a meeting of
the Board shall set forth in full and sufficient detail each item of the business to be transacted thereat along with all supporting
documents, and no item or business shall be transacted at such meeting, unless the same has been stated in full and in sufficient detail
in the notice convening the meeting supported with all documents, except as otherwise consented to by all the Directors, or their respective
alternate Directors. The draft resolutions and other documents for all matters to be considered at the Board meeting must be furnished
to all the Directors at least 7 (seven) calendar days prior to the date of the proposed Board meeting, except where such meeting is called
on shorter notice, in which case they must be furnished to all Directors as much in advance of the meeting as reasonably practical. The
secretary of the Company shall prepare the notice for the meetings. If the secretary is unavailable, unwilling or unable to do so, the
Director that summoned the meeting shall be responsible and liable to prepare and dispatch the notice.


 






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		2.11	Quorum for Board Meetings



 


The quorum for a Board meeting (including
any adjourned Board meeting) shall be at least 3 (three) Directors which shall necessarily include one Seller Director. A meeting of
the Board shall not be held or continued without the presence, at all times, of the quorum, unless (a) in case of Purchaser either of
Purchaser Director(s) and (b) in case of the Seller Director, the Seller has expressly waived the requirement for his/her presence either
in writing or by facsimile transmission.


 


If a quorum is not present within 30
(thirty) minutes of the scheduled time for any meeting of the Board or ceases to exist at any time during the meeting, then the meeting
shall be adjourned, for a period determined by the Chairman, which period shall not be less than 7 (seven) calendar days (it being understood
that the agenda for such adjourned meeting shall be the same as the agenda for the original meeting however, a fresh notice of at least
7 (seven) calendar days shall be sent informing the Directors of the next date of such adjourned meeting) (“First Adjourned
Meeting”). If there is absence of quorum at the First Adjourned Meeting, then the Directors present at such First Adjourned
Meeting (being at least 2 Directors) shall form the quorum provided that no agenda containing any Reserved Matter shall be discussed
or voted upon at such First Adjourned Meeting.


 


Notice of each adjourned meeting shall
be given to all Directors by facsimile transmission or e-mail with receipt acknowledged.


 


		2.12	Committees of the Board



 


Subject
to Clause 2.17, a committee of Directors (“Committee”), to whom any powers of the
Board are delegated, can be appointed only by the Board. All Committees shall at all times have at least one (1) Seller Director as a
member. 


 


		2.13	Circular Resolutions



 


The Board may act by written resolution,
or in any other legally permissible manner, on any matter, except for matters, which
by Applicable Law may only be acted upon at a meeting. Subject to any restrictions imposed by Applicable Law, no written resolution shall
be deemed to have been duly adopted by the Board, unless such written resolution shall have been approved by the requisite majority of
Directors, as provided in various sections in this Agreement, including where applicable Clause 2.17. If a Director does not convey his/her
acceptance or rejection of the proposed resolution within 15 (fifteen) days from the date of receipt of the requisite documentation (including
explanatory statements and supporting documents), he/she shall be deemed to have rejected the proposed resolution.


 


		2.14	Alternate Directors



 


The
Company, Purchaser and the Seller shall take all necessary steps to cause the Board to accept the appointment of an alternate
Director of each of the Seller Director and the Purchaser Directors to act in such Director’s absence, subject
to compliance with Applicable Law.


 






    Page 13 of 37


     


    

 


		2.15	Decisions of the Board



 


Except in respect of matters referred
to under Clause 2.17 of this Agreement, the questions arising at any meeting of the Board or decision by circular resolution shall be
decided by a simple majority of votes.


 


		2.16	Board Majority



 


The Parties acknowledge and agree that
the Purchaser shall at all times, and subject to the terms of this Agreement, have the right to nominate the majority of the Board members
from the Initial Closing onwards, and consequently exercise majority control over the Board of Directors.


 


		2.17	Reserved Matters 



 


Notwithstanding anything to the contrary
contained in any other provision of this Agreement or any power conferred upon the Board by this Agreement, the Act or the Articles,
but subject to Clause 11, neither the Company nor its Subsidiaries nor the respective Shareholders, Directors, officers, Committees,
committee members, employees, agent nor any of their respective delegates (as the case may be) shall approve, authorize, or agree or
commit to undertake any action with respect to any of the Reserved Matters in any manner, whether directly or indirectly, unless approved
in writing by: (i) the Seller, or Seller Director(s) if such Reserved Matter is taken up for discussion at a Board or Committee meeting,
from the Initial Closing till such time that the Purchaser has the right to nominate the majority of the Board seats in accordance with
this Agreement; (ii) the Purchaser, or Purchaser Director(s) if such Reserved Matter is taken up for discussion at a Board or Committee
meeting, in the event that the Seller obtains the right to constitute the majority of the Board in accordance with Clause 11; and (ii)
the Minority Shareholder if such Reserved Matter is being considered at a Shareholders meeting. The list of Reserved Matters is as follows:


 


Part A:


 


	(i)	 	(a) any modifications
                                            to the capital structure which includes permitting any transfer of shares, buy back of securities,
                                            any reduction of capital, issuance of bonus shares, rights issue, increase in paid up or
                                            authorised share capital; (b) any issue of any new Securities; (c) creation of options or
                                            warrants or other rights to subscribe to any Securities; (d) any reclassification of any
                                            existing Securities, splits, issuance of convertible debt; (e) any debt restructuring involving
                                            conversion into Equity Shares and redemption or repurchase of any Securities, in each case
                                            of the Company or any Subsidiaries of the Company;



 






    Page 14 of 37


     


    

 





	(ii)	 	any change in the Memorandum and Articles of the Company or any
                                        of its Subsidiaries;
	 	 	 
	(iii)	 	any (a) restructuring, (b) acquisition, (c) demerger, and (d) merger or entering into
                   any scheme of arrangement, in each case of the Company or any of its Subsidiaries;
	 	 	 
	(iv)	 	any reconstitution (such as conversion of the Company or any of its Subsidiaries into
                   a public limited company, partnership or limited liability partnership etc.) or consolidation involving the Company
                   and/or its Subsidiaries with any other entity;
	 	 	 
	(v)	 	voluntary liquidation or dissolution of the Company or any of its Subsidiaries;
	 	 	 
	(vi)	 	variation of any rights attaching to any Securities in the Company or any of its Subsidiaries;
	 	 	 
	(vii)	 	commencement of any new line of business, which is unrelated to the Business of the
                   Company or any change in the Business of the Company or any of its Subsidiaries;
	 	 	 
	(viii)	 	availing of any debt by the Company above an amount of INR 500,00,00,000 (Rupees five
                   hundred crores only) (which excludes any existing loans of up to INR 180 crores (Rupees one hundred and eighty crores
                   only) availed by the Company from third party lenders);
	 	 	 
	(ix)	 	any (a) creation of Subsidiaries; or (b) entering into strategic partnerships/alliances/joint
                   ventures that involve issue of Shares of the Company or outflow of capital or place limitations on the operations
                   of the Company;
	 	 	 
	(x)	 	entering into any compromise with any of the creditors or any class of them by the
                   Company with regard to any material debts;
	 	 	 
	(xi)	 	creation of any Encumbrance on any Securities, assets and investments (as the case
                   may be) of the Company and/or the Subsidiaries, but excluding (a) any Encumbrance created with respect to availing
                   debt of up to INR 500,00,00,000 (Rupees five hundred crores only) as referred to in item (viii) above, and (b) also
                   excluding any Encumbrance created by the Purchaser on its shareholding in the Company and (c) creation of Encumbrance
                   on any assets of the Company for the Purchaser to avail financing of up to USD 100,000,000 (one hundred million Dollars
                   only), which amount shall be used solely for purchase of the Additional Shares or for repayment of the existing debt
                   of the Company as on the date of execution of this Agreement;
	 	 	 
	(xii)	 	providing any guarantee, surety or indemnity by the Company and any of its Subsidiaries
                   (as the case may be), other than those provided in the ordinary course of business of the Company;
	 	 	 
	(xiii)	 	acquiring or leasing or licensing any immoveable property for the Company and its
                   Subsidiaries (as the case may be) except for in the ordinary course of business, in cases where the annual rental
                   is more than INR 20,00,00,000 (Rupees twenty crores only) or the value of immovable property proposed to be acquired
                   is more than INR 50,00,00,000 (Rupees fifty crores only);



 






    Page 15 of 37


     


    

 


	(xiv)	 	sale, transfer or disposal, in any manner whatsoever, of any
                                        of the Securities, assets or investments of the Company and/or the Subsidiaries, above an amount
                                        of INR 200,00,00,000 (Rupees two hundred crores only);
	 	 	 
	(xv)	 	any change in registered office of the Company and any of its Subsidiaries;
	 	 	 
	(xvi)	 	granting any waivers, releases, entering into any settlement, accepting any claims
                   or liabilities, pertaining to the Company or its Subsidiaries, other than settlement of existing claims against the
                   Company as referred to in the Schedule of Liabilities i.e. Schedule 4.9(b) of the SPA;
	 	 	 
	(xvii)	 	undertaking any related party transaction with the Purchaser; and
	 	 	 
	(xviii)	 	any agreement to do any of the above.



 


Part B: Expanded List of Reserved
Matters (in case of breach of the Material Provisions by Purchaser):


 


The following expanded list of Reserved
Matters shall substitute the list stated under Part A in accordance with Clause 11.2, in the event that there is a default of the Material
Provisions by the Purchaser:


 


	(i)	 	(a) any modifications to the capital structure which includes
                                        permitting any transfer of shares, buy back of securities, any reduction of capital, issuance
                                        of bonus shares, rights issue, increase in paid up or authorised share capital; (b) any issue
                                        of any new Securities; (c) creation of options or warrants or other rights to subscribe to any
                                        Securities; (d) any reclassification of any existing Securities, splits, issuance of convertible
                                        debt; (e) any debt restructuring involving conversion into Equity Shares and redemption or repurchase
                                        of any Securities, in each case of the Company or any Subsidiaries of the Company;
	 	 	 
	(ii)	 	any change in the Memorandum and Articles of the Company or any of its Subsidiaries;
	 	 	 
	(iii)	 	any (a) restructuring, (b) acquisition, (c) demerger, and (d) merger or entering into
                   any scheme of arrangement, in each case of the Company or any of its Subsidiaries;
	 	 	 
	(iv)	 	any reconstitution (such as conversion of the Company or any of its Subsidiaries into
                   a public limited company, partnership or limited liability partnership etc.) or consolidation involving the Company
                   and/or its Subsidiaries with any other entity;



 






    Page 16 of 37


     


    

 





	(v)	 	voluntary liquidation or dissolution of the Company or any of
                                        its Subsidiaries;
	 	 	 
	(vi)	 	variation of any rights attaching to any Securities in the Company or any of its Subsidiaries;
	 	 	 
	(vii)	 	commencement of any new line of business, which is unrelated to the Business of the
                   Company or any change in the Business of the Company or any of its Subsidiaries;
	 	 	 
	(viii)	 	availing of any debt by the Company above an amount of INR 50,00,00,000 (Rupees fifty
                   crores only) (which shall exclude any loans and third party debt existing as on the date of occurrence of default
                   of the Material Provisions as contemplated under Clause 11 of this Agreement);
	 	 	 
	(ix)	 	any (a) creation of Subsidiaries; or (b) entering into strategic partnerships/alliances/joint
                   ventures that involve issue of Shares of the Company or outflow of capital or place limitations on the operations
                   of the Company;
	 	 	 
	(x)	 	entering into any compromise with any of the creditors or any class of them by the
                   Company with regard to any material debts;
	 	 	 
	(xi)	 	creation of any Encumbrance on any Securities, assets and investments (as the case may be) of the Company and/or
                   the Subsidiaries except for the purposes of availing debt up to INR 50,00,00,000 (Rupees fifty crores only) as contemplated
                   under sub-clause (viii) above;
	 	 	 
	(xii)	 	providing any guarantee, surety or indemnity by the Company and any of its Subsidiaries
                   (as the case may be), other than those provided in the ordinary course of business of the Company;
	 	 	 
	(xiii)	 	issuing post-dated cheques, by the Company and any of its Subsidiaries (as the case
                   may be);
	 	 	 
	(xiv)	 	appointment of any employee with a compensation of more than INR 2,00,00,000 (Rupees
                   two crores only) per annum;
	 	 	 
	(xv)	 	change in the board of directors of the Company and its Subsidiaries (as the case
                   may be);
	 	 	 
	(xvi)	 	acquiring or leasing or licensing any immoveable property for the Company and its
                   Subsidiaries (as the case may be) except in the ordinary course of business, in cases where the annual rental is more
                   than INR 10,00,00,000 (Rupees ten crores only) or the value of immovable property proposed to be acquired is more
                   than INR 20,00,00,000 (Rupees twenty crores only);



 






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	(xvii)	 	change in any accounting policies of the Company and any of its
                                        Subsidiaries, unless otherwise required by Applicable Law;
	 	 	 
	(xviii)	 	undertaking any related party transaction;
	 	 	 
	(xix)	 	cessation or stoppage of Business (including temporary) or any part thereof;
	 	 	 
	(xx)	 	sale, transfer or disposal, in any manner whatsoever, of any of the Securities, assets
                   or investments of the Company and/or the Subsidiaries, except in the ordinary course of business;
	 	 	 
	(xxi)	 	assignment of any contracts or agreements or right or benefit of the Company and/or
                   its Subsidiaries including but not limited to IPR, except in the ordinary course of business;
	 	 	 
	(xxii)	 	constitution or delegation of powers to or terms of reference of any Committee of
                   the Board including any amendment or change therein;
	 	 	 
	(xxiii)	 	any change in registered office of the Company and any of its Subsidiaries;
	 	 	 
	(xxiv)	 	entering into any transaction whereby the liabilities or obligations of the Company
                   and its Subsidiaries (as the case may be) increase, except in the ordinary course of business;
	 	 	 
	(xxv)	 	granting any waivers, releases, entering into any settlement, accepting any claims
                   or liabilities, pertaining to the Company or its Subsidiaries; and
	 	 	 
	(xxvi)	 	any agreement to do any of the above.



 


Part C: Expanded List of Reserved
Matters (in case of default in payment of any Additional Purchase Price by the Purchaser): 


 


The following expanded list of Reserved
Matters shall substitute the list stated under Part A and/or Part B in accordance with Clause 11.2, in case of default in payment of
any Additional Purchase Price by the Purchaser:


 


	(i)	 	(a) any modifications to the capital structure which includes
                                        permitting any transfer of shares, buy back of securities, any reduction of capital, issuance
                                        of bonus shares, rights issue, increase in paid up or authorised share capital; (b) any issue
                                        of any new Securities; (c) creation of options or warrants or other rights to subscribe to any
                                        Securities; (d) any reclassification of any existing Securities, splits, issuance of convertible
                                        debt; (e) any debt restructuring involving conversion into Equity Shares and redemption or repurchase
                                        of any Securities, in each case of the Company or any Subsidiaries of the Company;
	 	 	 
	(ii)	 	any change in the Memorandum and Articles of the Company or any of its Subsidiaries;



 






    Page 18 of 37


     


    

 





	(iii)	 	any (a) restructuring, (b) acquisition, (c) demerger, and (d)
                                        merger or entering into any scheme of arrangement, in each case of the Company or any of its
                                        Subsidiaries;
	 	 	 
	(iv)	 	any reconstitution (such as conversion of the Company or any of its Subsidiaries into
                   a public limited company, partnership or limited liability partnership etc.) or consolidation involving the Company
                   and/or its Subsidiaries with any other entity;
	 	 	 
	(v)	 	voluntary liquidation or dissolution of the Company or any of its Subsidiaries;
	 	 	 
	(vi)	 	variation of any rights attaching to any Securities in the Company or any of its Subsidiaries;
	 	 	 
	(vii)	 	commencement of any new line of business, which is unrelated to the Business of the
                   Company or any change in the Business of the Company or any of its Subsidiaries;
	 	 	 
	(viii)	 	availing of any debt by the Company above an amount of INR 100,00,00,000 (Rupees one
                   hundred crores only) (which shall exclude any loans and third-party debt, existing as on the date of occurrence of
                   default in payment of any Additional Purchase Price, as contemplated under Clause 11 of this Agreement);
	 	 	 
	(ix)	 	any (a) creation of Subsidiaries; or (b) entering into strategic partnerships/alliances/joint
                   ventures that involve issue of Shares of the Company or outflow of capital or place limitations on the operations
                   of the Company;
	 	 	 
	(x)	 	entering into any compromise with any of the creditors or any class of them by the
                   Company with regard to any material debts;
	 	 	 
	(xi)	 	creation of any Encumbrance on any Securities, assets and investments (as the case
                   may be) of the Company and/or the Subsidiaries except for the purposes of availing debt up to INR 100,00,00,000 (Rupees
                   one hundred crores only) as contemplated under sub-clause (viii) above;
	 	 	 
	(xii)	 	providing any guarantee, surety or indemnity by the Company and any of its Subsidiaries
                   (as the case may be), except as may be provided in the ordinary course of business;
	 	 	 
	(xiii)	 	acquiring or leasing or licensing any immoveable property for the Company and its
                   Subsidiaries (as the case may be) except for in the ordinary course of business, in cases where the annual rental
                   is more than INR 10,00,00,000 (Rupees ten crores only) or the value of immovable property proposed to be acquired
                   is more than INR 20,00,00,000 (Rupees twenty crores only);
	 	 	 
	(xiv)	 	cessation or stoppage of Business (including temporary) or any part thereof;
	 	 	 
	(xv)	 	sale, transfer or disposal, in any manner whatsoever, of any of the Securities, assets
                   or investments of the Company and/or the Subsidiaries, except in the ordinary course of business;






 






    Page 19 of 37


     


    

 


	(xvi)	 	assignment of any contracts or agreements or right or benefit
                                        of the Company and/or its Subsidiaries including but not limited to IPR, except for in the ordinary
                                        course of business;
	 	 	 
	(xvii)	 	constitution or delegation of powers to or terms of reference of any Committee of
                   the Board including any amendment or change therein;
	 	 	 
	(xviii)	 	any change in registered office of the Company and any of its Subsidiaries;
	 	 	 
	(xix)	 	entering into any transaction whereby the liabilities or obligations of the Company
                   and its Subsidiaries (as the case may be) increase, except in the ordinary course of business;
	 	 	 
	(xx)	 	granting any waivers, releases, entering into any settlement, accepting any claims
                   or liabilities, pertaining to the Company or its Subsidiaries;
	 	 	 
	(xxi)	 	undertaking any related party transaction with the Purchaser (provided that in the
                   event the default in payment of any Additional Purchase Price by the Purchaser continues for a period beyond 18 (eighteen)
                   months from the Initial Closing Date, then all related party transactions shall fall under the ambit of reserved matters
                   under this Part C ; and
	 	 	 
	(xxii)	 	any agreement to do any of the above.



 


		2.18	Manner of Giving Consents



 


Any consent required including under
Clause 2.17 shall be deemed to have been given only when the Seller and the Seller Directors or the Purchaser and Purchaser Directors,
as the case may be, have specifically in writing granted such consent notwithstanding the results of voting at any meeting.


 


		2.19	Chief Executive Officer



 


Chief Executive Officer: In
addition to holding a Board seat, Mr. Shibasish Sarkar shall also be the Chief Executive Officer (“CEO”) of the Company
and he shall be responsible and liable for managing the day-to-day management and affairs of the Company. For taking any decisions pertaining
to Reserved Matters listed under Clause 2.17, the CEO shall be required to obtain the written consent of the Seller and the Purchaser.


 


		3.	SHAREHOLDERS MEETINGS



 


		3.1	General Meetings



 


An annual general meeting of the Shareholders
of the Company shall be held within 6 (six) months of the end of the financial year as provided under the Act. Subject to the foregoing,
the Board, on its own, may convene an extraordinary general meeting of the Shareholders, whenever they deem appropriate.


 






    Page 20 of 37


     


    

 


		3.2	Notices for General Meetings



 


At least 21 (twenty one) calendar days
prior written notice of every annual general meeting of Shareholders shall be given to all Shareholders whose names appear on the register
of members of the Company. A meeting of the Shareholders may be called by giving shorter notice with the written consent of such number
of Shareholders as provided by the Act, and which shall include the consent of the Purchaser Director and the Seller.


 


		3.3	Contents of Notice



 


The notice to Shareholders shall specify
the place, date and time of the meeting. Every notice convening a meeting of the Shareholders shall set forth in full and sufficient
detail the business to be transacted thereat, and no business shall be transacted at such meeting unless the same has been stated in
the notice convening the meeting. All general meetings of the Company and its Subsidiaries shall be held at the registered office of
the Company in India.


 


		3.4	Quorum for General Meetings



 


The presence of an authorized representative
of both the Seller and Purchaser, shall be necessary to form a quorum for a valid general meeting (including any adjourned meeting) unless
such Shareholder provides written notice prior to commencement of any general meeting or adjourned meeting waiving the requirement of
the presence of such authorized representative to constitute a valid quorum for a particular general meeting or adjourned meeting, as
the case may be.


 


If a quorum is not present within 30
(thirty) minutes of the scheduled time for any Shareholders meeting or ceases to exist at any time during the meeting, then the meeting
shall be adjourned, to the same day, place and time in the next succeeding week (it being understood that the agenda for such adjourned
meeting shall remain unchanged) ("First Adjourned General Meeting”). If there is absence of quorum at the First Adjourned
General Meeting, then the Shareholders present at such meeting (being at least 2 (two) in number) shall form the quorum provided that
no agenda containing any Reserved Matter shall be discussed or voted upon at such First Adjourned Meeting.


 


		3.5	Decision Making



 


For the purpose of clarity, all decisions
pertaining to the operations and management of the Company shall be made at all times by the Board, save and except for only those specific
matters where decisions of Shareholders are mandatorily required to be made under Applicable Laws.


 






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Except as otherwise required by the
relevant Applicable Laws, all decisions of the Shareholders of the Company shall be made by a simple majority of votes by poll wherein
the voting rights of a Shareholder shall be proportionate to the relative percentage of the Fully Diluted Share Capital held by such
Shareholder. Provided however, no decision shall be taken by the Shareholders of the Company at a general meeting of the Shareholders
(including any adjourned general meeting), in respect of any of the matters mentioned in Clause 2.17 above, unless an affirmative vote
of the Minority Shareholder has been taken in the manner as provided under this Agreement.


 


		3.6	Minutes of Meetings



 


The chairman of the general meeting,
the Board meeting and Committee meeting (as the case may be) (“Meeting Chairman”) shall circulate the draft minutes
of general meeting, Board meetings to the Directors and minutes of the Committee meetings (as the case may be) to all the Shareholders,
Board Members and the member of such Committees (as the case may be) within 15 (fifteen) days of the end of each relevant meeting for
comments. The Meeting Chairman shall ensure that the comments received from all Shareholders, the Directors and Committee members (as
the case may be) on the draft minutes are incorporated into the minutes (“Finalized Minutes”) and such Finalized Minutes
shall be signed and recorded in the ‘minutes books’ of the Company.


 


		3.7	Provisions to apply mutatis mutandis



 


Provisions relating to constitution,
meetings and decisions of the Board and meetings and decisions of Shareholders as set out in Clauses 2 and 3 (including those pertaining
to the constitution, notice, agenda, quorum, reserved matters, voting, and circular resolutions) shall apply mutatis mutandis
to the board and general meetings of each of the Subsidiaries of the Company.


 


		4.	STATUTORY AUDITOR



 


The Company shall appoint a reputed
accounting firm, as the statutory auditor of the Company, which shall be mutually agreed upon by the Seller and Purchaser. Such statutory
auditor shall not be removed without the prior written consent of the Purchaser and the Seller.


 


		5.	INFORMATION RIGHTS AND INSPECTION RIGHTS



 


		5.1	Information Rights: The Company and
                                            the Purchaser shall furnish to the Seller, the following information:



 


		(a)	Quarterly performance reports and quarterly
                                            financial statements, 45 calendar days from the end of every quarter and audited annual consolidated
                                            financial statements of the Company within 90 (ninety) calendar days from the end of every
                                            financial year;



 






    Page 22 of 37


     


    

 


		(b)	Annual budgets 30 (thirty) calendar days
                                            prior to start of each financial year and performance to budget reports of the Company along
                                            with the audited annual finance statements;



 


		(c)	Financial statements and a report of key
                                            issues and variances to the budget and to the previous period;



 


		(d)	Monthly income and expenditure statement
                                            within 15 (fifteen) calendar days from the end of each month;



 


		(e)	Information along with copies of all legal
                                            proceedings or notices or claims (“Legal Proceedings”) received by or
                                            against the Company or any of its subsidiaries in respect of an amount exceeding INR 20,00,00,000
                                            (Rupees twenty crores only) and in the event an amount is not quantifiable or available,
                                            all Legal Proceedings, within a period of 15 calendar days of receipt of such information
                                            by the Company;



 


		(f)	All the minutes of the meetings of the
                                            Board, Shareholders and Committees of the Board and the information and documents tabled
                                            at such meetings, within 15 (fifteen) calendar days from the date of the minutes of such
                                            meeting being finalized; and



 


		(g)	Any other information as may be reasonably
                                            required in writing by the Purchaser or the Seller.



 


		5.2	Inspection Rights: For as long as
                                            the Purchaser or Seller owns any of the Company Shares, the Company shall allow such Party
                                            and its counsel, accountants and other consultants and representatives, upon providing prior
                                            written notice of at least 1 (one) Business Day (the “Requesting Party”),
                                            full access during normal business hours to all of its properties, books, contracts, commitments
                                            and records pertaining to the Company and will furnish to the Requesting Party such information
                                            concerning the affairs of the Company as such persons may reasonably request and will make
                                            available to the Requesting Party, any of the officers, directors, employees, counsel, accountants,
                                            or other consultants of the Company as the Requesting Party may reasonably request. The Requesting
                                            Party shall, on intimation to the Company during such time of inspection, have the right
                                            to interact directly with the Company’s auditors to discuss matters related to the
                                            Company, without the prior approval of the Company and the said auditors shall be free to
                                            share information and other inputs with the Requesting Party directly without the prior approval
                                            of the Company. The Requesting Party shall be responsible for handling all costs and expenses
                                            associated with these inspection rights.



 






    Page 23 of 37


     


    

 


		6.	LOCK IN AND NON-DISPOSAL UNDERTAKING






 


		6.1	Neither Party shall be entitled to transfer,
                                            sell or create any Encumbrance on all or any of the Company Shares held by it (“Sale
                                            of Shares”), except with the prior written consent of the other Party and/or other
                                            than as contemplated under the SPA. Provided however that the Purchaser shall be entitled
                                            to create any Encumbrance on the Company Shares held by it for availing financing or in the
                                            ordinary course of business of the Purchaser, to the extent permitted in accordance with
                                            Clause 2.17 – Part A (xi), Part B (xi) and Part C (xi).



 


		6.2	Notwithstanding the provisions of Clause
                                            6.1 above, the Seller shall be entitled to undertake the Sale of Shares in the event the
                                            Purchaser: (i) fails to purchase the Additional Company Shares (or any part thereof) for
                                            any reason whatsoever within the timelines stipulated in the SPA (including on account of
                                            delay or failure in obtaining any approval from any Authority), or (ii) breaches any of the
                                            Material Provisions.



 


		6.3	Any Person acquiring Securities issued by
                                            the Company or in a transfer of Securities in accordance with the terms of this Agreement
                                            shall, be bound by the provisions of this Agreement and prior to such acquisition (unless
                                            already bound hereby), execute and deliver to the Company, a deed of adherence in the form
                                            laid down in Schedule 1.



 


		7.	FURTHER ISSUE



 


		7.1	Subject to Clause 2.17, any decision pertaining
                                            to the availing of further financing for the Company whether through increase in the share
                                            capital of the Company or through debt financing shall not be undertaken without the prior
                                            approval of the Board and in the manner as decided by the Board.



 


		8.	ANTI-DILUTION RIGHTS



 


		8.1	Subject to Clause 2.17, in the event the
                                            Company desires to issue any Shares (other than issuance of shares pursuant to an initial
                                            public offering of the shares of the Company, or pursuant to the implementation of any employee
                                            stock option plan of the Company) at a price lower than the Purchase Price paid by the Purchaser
                                            for Company Shares, then the Minority Shareholder at such time shall be issued such proportionate
                                            number of Shares of the Company to maintain its shareholding percentage in the Company immediately
                                            prior to such issuance of Shares, either free of cost or at the lowest price permitted under
                                            Applicable Law.



 


		9.	CONFIDENTIAL INFORMATION



 


		9.1	The Parties recognize that each of them
                                            may be given and has access to Confidential Information of the other Parties. The Parties
                                            undertake not to use any such Confidential Information, other than for purposes related to
                                            this Agreement and/or protecting their respective interests under this Agreement and/or in
                                            the Company without the prior written consent of the other Parties and shall use their best
                                            efforts to keep confidential and not disclose to any third party save and except on a ‘need-to-know’
                                            basis any Confidential Information of the other Parties. The provisions of this Clause shall
                                            not apply to Confidential Information which;



 


		a)	is or becomes part of the public domain
                                            without breach of this Agreement by a Party;



 






    Page 24 of 37


     


    

 


		b)	is lawfully in the possession of a Party
                                            and subject to an existing agreement between the Parties (if any);



		c)	is received from a third party who lawfully
                                            acquired such information without restriction, and without breach of this Agreement by a
                                            Party;



		d)	is released pursuant to a binding court
                                            order or governmental regulation, provided that the Party delivers a copy of such order or
                                            action to the Company and co-operates with the Company if it elects to contest such disclosure;



		e)	is required to be released or disclosed
                                            under Applicable Law, and/or



		f)	is required to be disclosed by the Party
                                            to its Affiliates, Shareholders and investors, lenders, or utilization of information by
                                            the Party, for its own business purposes.



 


		9.2	The provisions of this Clause shall survive
                                            the termination of this Agreement for a period of 3 (three) years.



 


		10.	SOLE VEHICLE FOR BUSINESS



 


		10.1	The Purchaser confirms and undertakes that
                                            for the duration of this Agreement, the Company Group shall be sole and exclusive vehicle
                                            for the purpose of the Purchaser and/or any of its Affiliates undertaking the Business.



 


		11.	TERMINATION AND BREACH OF CONTRACT



 


		11.1	Unless otherwise provided in this Agreement,
                                            this Agreement shall become effective from the Initial Closing and shall be terminated with
                                            respect to a Party upon such Party ceasing to hold any Shares in the Company.



 


		11.2	Notwithstanding anything contained in this
                                            Agreement or the Additional Agreements:



 


		11.2.1	In the event there is a breach by the
                                            Purchaser of any of the Material Provisions, then (a) the Seller shall have affirmative vote
                                            rights with respect to the matters under Part B of Clause 2.17 and (b) the Seller shall have
                                            an unfettered right to transfer, sell, dispose, and/or create Encumbrances on all or any
                                            of the Company Shares held by it;



 






    Page 25 of 37


     


    

 





		11.2.2	In the event that the Purchaser defaults
                                            / fails: (i) to purchase the Additional Company Shares (or any part thereof), (ii) to make
                                            the infusion of primary investment or loan of USD 38,000,000 (thirty eight million Dollars)
                                            in the Company, (iii) to ensure that the Company repays the Existing Inter-Company Loans,
                                            in each case, in accordance with the time periods mentioned in the SPA (including Section
                                            2.1), for any reason whatsoever (including on account of delay or failure in obtaining any
                                            approval from any Authority or non-fulfilment of any other condition mentioned in this Agreement
                                            and the Additional Agreements), the following consequences shall follow, without prejudice
                                            to the other rights and remedies of the Seller provided for under this Agreement and the
                                            Additional Agreements:



 


		(a)	the Seller shall have the right to seek
                                            specific performance and in the event that such specific performance is not enforceable or
                                            available under any provision of the Applicable Law, the Purchaser shall be liable to pay
                                            Damages to the Seller on account of the default / breach committed by the Purchaser;



 


		(b)	the Seller shall have an unfettered right
                                            to transfer, sell, dispose, and / or create Encumbrances on all or any of the Company Shares
                                            held by it;



 


		(c)	the Seller shall have affirmative vote
                                            rights with respect to the matters under Part C of Clause 2.17;



 


		(d)	if any default as stipulated under this
                                            Clause 11.2.2 has not been cured by the Purchaser within a period of 18 (eighteen) months
                                            of the Initial Closing Date, the Seller shall have the right to appoint majority of the directors
                                            on the Board of the Company upon completion of such 18 (eighteen) month period, provided
                                            that the Purchaser shall continue to have the right to nominate 1 (one) director or observer
                                            on the Board of the Company, as long as the Purchaser holds at least 10% of the total share
                                            capital of the Company as determined on a fully diluted basis, and further provided that
                                            if: (i) the Seller has transferred, sold, disposed of and/or created any liens on all
                                            (and not some) of the Company Shares held by it, and (ii) the Purchaser has completed the
                                            purchase of at least 75% of the Company Shares, the Board of the Company shall be reconstituted
                                            in a manner which reflects the inter se shareholding percentages of the stockholders
                                            of the Company, however, the transferee of the Seller’s transferred Company Shares
                                            shall continue to have the right to nominate 1 (one) director or observer on the Board of
                                            the Company, as long as such transferee holds at least 10% of the total share capital of
                                            the Company, and the Purchaser shall have affirmative vote rights with respect to all items
                                            listed under Part A of Clause 2.17 of this Agreement; and



 






    Page 26 of 37


     


    

 


		(e)	if any default as stipulated under this
                                            Clause 11.2.2 has not been cured by the Purchaser within a period of 21 (twenty one) months
                                            of the Initial Closing Date and the Purchaser has not completed the purchase of at least
                                            75% of the Company Shares, at the option of the Seller: (i) all the rights of the Purchaser
                                            under this Agreement and the Additional Agreements shall fall away and cease to exist, and
                                            (ii) all the liabilities, obligations, and responsibilities of the Seller under this Agreement
                                            and the Additional Agreements shall fall away and cease to exist, other than the right of
                                            the Purchaser to nominate 1 (one) director on the Board of the Company, as long as the Purchaser
                                            holds at least 10% of the total share capital of the Company as determined on a fully diluted
                                            basis. It being clarified that, in such cases, if the Seller has transferred, sold, or disposed
                                            of all (and not some) of the Company Shares, the transferee of the Seller’s transferred
                                            Company Shares and the Purchaser shall mutually discuss and agree on the affirmative vote
                                            rights which may be available to the Purchaser with respect to the items listed under Part
                                            A of Clause 2.17 of this Agreement.



 


		11.3	In the event that either Party is in breach
                                            of this Agreement or commits any fraud, misconduct, misappropriation, mismanagement of funds
                                            or finances or assets of the Company through any action, inaction or negligence then the
                                            Party committing such default shall be perceived as the “Defaulting Party(ies)”
                                            and each of the above defaults shall be treated as an “Event of Default”,
                                            and the non-defaulting Party, without prejudice to its other rights and remedies provided
                                            for specifically under this Agreement, shall have the right to seek specific performance
                                            and in the event that such specific performance is not enforceable or available under any
                                            provision of law, shall seek Damages on account of the breach committed by the Defaulting
                                            Party.



 


		11.4	The exercise of the remedies under this
                                            Clause is in addition to and shall not, in any way, affect or prejudice any other right or
                                            remedy accrued to the Purchaser or the Seller under the other provisions of this Agreement
                                            or under Applicable Law.



 


		12.	INDEMNIFICATION



 


		12.1	In the event the Seller or the Purchaser
                                            commits any breach of the terms and conditions of this Agreement, then the Party in breach
                                            agrees to pay Damages to and shall indemnify and hold harmless, the non-breaching Party,
                                            its nominees on the Board, Alternate Directors or observers and their respective successors,
                                            officers, directors, shareholders, employees, agents, trustees, advisors, lenders and representatives
                                            (jointly, the “Indemnified Party”) against and in respect of any direct
                                            Damages, losses, liabilities, obligations, costs and expenses (including attorneys’
                                            fees) that the Indemnified Party may suffer or incur arising out of or in connection with
                                            such breach and any connected actions, suits, proceedings, claims, demands, assessments,
                                            judgements, costs and expenses (including, legal fees and expenses, incidental to any of
                                            the foregoing or incurred in investigating or attempting to avoid the same or to oppose the
                                            imposition thereof, or in enforcing any such indemnity).



 






    Page 27 of 37


     


    

 


		12.2	The Indemnified Party shall be entitled,
                                            in their absolute discretion, to take such action as they may deem necessary to avoid, dispute,
                                            deny, resist, appeal, compromise or contest or settle any claim (including without limitation,
                                            making claims or counterclaims against third parties) made against the Indemnified Party
                                            pursuant to terms of this Agreement.



 


		12.3	The right to indemnity as stipulated under
                                            Clause 12.1 above shall not prejudice any other provisions of this Agreement and/or any other
                                            right or remedy available to the Indemnified Party under this Agreement or under Applicable
                                            Law.



 


		12.4	Notwithstanding anything contained in this
                                            Agreement or the Additional Agreements, in no event shall Seller or any of its Affiliates,
                                            or their successors, officers, directors, shareholders, employees, agents, trustees, advisers,
                                            lenders or representatives be liable or responsible in any manner whatsoever for any inaccuracy
                                            or breach of the representations and warranties, covenants, and obligations of the Company.



 


		13.	NOTICES



 


		13.1	Any notice hereunder shall be sent in writing,
                                            addressed as specified below, and shall be deemed given: (a) if by hand, electronic mail
                                            or nationally recognized overnight courier service, by 5:00 PM Indian Time on a Business
                                            Day, addressee’s day and time, on the date of delivery, and if delivered after 5:00
                                            PM Indian Time, on the first Business Day after such delivery; (b) if by email, on the date
                                            of transmission with affirmative confirmation of receipt; or (c) three (3) Business Days
                                            after mailing by prepaid certified or registered mail, return receipt requested. Notices
                                            shall be addressed to the respective parties as follows (excluding telephone numbers, which
                                            are for convenience only), or to such other address as a party shall specify to the others
                                            in accordance with these notice provisions:



 


if to Seller, to:


 


Risee Entertainment Holdings Private
Limited


502, Plot No. 91/94, Prabhat Colony,


Santacruz (East), Mumbai MH 400 055


India


Attn: Mr. Gautam Jain


E-mail: gautam.jain@unlimit.co.in


 






    Page 28 of 37


     


    

 


if to the Company, to:





 


Reliance Entertainment Studios Private
Limited


8th Floor, 801/802, Lotus Grandeur, Veera
Desai Road


Ext Oshiwara, Andheri West Mumbai, MH-
400053


 


if to Purchaser:


 


International Media Acquisition Corp.

1604 US Highway 130


North Brunswick, NJ 08902

Attn: Mr. Shibasish Sarkar, Chief Executive Officer

E-mail: shibasish@imac.org.in


 


with a copy (which shall not constitute
notice) to:


 


Loeb & Loeb LLP

345 Park Ave

New York, NY 10154

Attn: Mr. Mitchell S. Nussbaum

E-mail: mnussbaum@loeb.com


 


		14.	DISPUTE RESOLUTION AND GOVERNING LAW



 


		14.1	Any and all disputes, controversies and
                                            claims (other than applications for a temporary restraining order, preliminary injunction,
                                            permanent injunction or other equitable relief or application for enforcement of a resolution
                                            under this Clause 14.1), arising out of, related to, or in connection with this Agreement
                                            or the transactions contemplated hereby or thereby (a “Dispute”) shall
                                            be governed by this Clause 14.1. A party must, in the first instance, provide written notice
                                            of any Disputes to the other parties subject to such Dispute, which notice must provide a
                                            reasonably detailed description of the matters subject to the Dispute. The parties involved
                                            in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business
                                            Days of the notice of such Dispute being received by such other parties subject to such Dispute
                                            (the “Resolution Period”); provided, that if any Dispute would
                                            reasonably be expected to have become moot or otherwise irrelevant if not decided within
                                            sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution Period
                                            with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period
                                            may immediately be referred the International Chamber of Commerce and finally settled under
                                            the Rules of Arbitration of the International Chamber of Commerce (the “Rules”)
                                            by a panel of three arbitrators appointed in accordance with the said Rules, with the Seller
                                            on the one hand nominating one arbitrator and the Purchaser on the other hand nominating
                                            the second arbitrator, and both such arbitrators shall appoint the third arbitrator. If any
                                            such dispute is submitted to arbitration: (i) the Emergency Arbitrator Provisions (as such
                                            term is defined in the Rules) shall not apply, (ii) the seat and venue of arbitration shall
                                            be London, England and the language of the arbitration shall be English, and (iii) the award
                                            issued by the arbitration tribunal shall be final and binding upon the parties. All proceedings
                                            of such arbitration including arguments, applicable documents on record, pleadings shall
                                            be confidential.



 






    Page 29 of 37


     


    

 


		14.2	This Agreement shall be governed under
                                            the laws of India.



 


		15.	DEADLOCK RESOLUTION



 


		15.1	A deadlock ("Deadlock”)
                                            shall be considered to have occurred in the event that there is a disagreement between the
                                            Purchaser and the Seller solely on any one or more of the matters listed under Clause 2.17,
                                            and such matters have been considered in at least three Board and/or Shareholders’
                                            general meetings and still remains unresolved (including the inability to reach such consensus
                                            between the Purchaser and Seller due to lack of quorum at any such Board or Shareholder meetings).



 


		15.2	Upon the occurrence of a Deadlock, the
                                            matter shall be referred to the chief executive officers of both the Purchaser and the Seller
                                            ("Shareholder CEOs”). The Shareholder CEOs shall seek to resolve the dispute
                                            through mutual discussion over a period of 60 (sixty) days, through one or more meetings
                                            and may also enlist the assistance and advisory services of external advisors to the extent
                                            deemed appropriate by the Shareholder CEOs. Any decision reached by the Shareholder CEOs
                                            in this process shall be final and binding between the Parties and shall be implemented by
                                            the Parties.



 


		15.3	In the event that the Deadlock remains
                                            unresolved between the Shareholder CEOs even after such 60 (sixty) day period, the matter
                                            shall be referred to the dispute resolution process envisaged under Clause 14 for resolution
                                            thereunder.



 


		16.	GENERAL PROVISIONS



 


		16.1	Entire Agreement: This Agreement
                                            (together with any annexures, appendices or schedules that may be attached hereto and forming
                                            an integral part hereof), along with the Additional Agreements, constitute the full and entire
                                            understanding and agreement among the Parties with regard to the subject matters hereof and
                                            thereof which, for the avoidance of doubt, supersedes and replaces any pre-existing investment
                                            or shareholder agreements relating to the Company or its share capital among or between the
                                            Parties, Company and the Seller (as the case may be).



 


		16.2	Waiver: If at any time any Party
                                            shall waive its rights accruing to it, due to breach of any of the provisions of this Agreement,
                                            such waiver shall not be construed as constituting waiver of other breaches of the same kind
                                            or other provisions of this Agreement. None of the terms of this Agreement shall be deemed
                                            to have been waived or altered, unless such waiver or alteration is in writing and is signed
                                            by all the Parties.



 






    Page 30 of 37


     


    

 


		16.3	Severability: In the event that
                                            any one or more of the provisions contained in this Agreement shall be invalid, illegal or
                                            unenforceable in any respect under any Applicable Law, the validity, legality and enforceability
                                            of the remaining provisions contained herein shall not in any way be affected or impaired
                                            thereby and the Parties agree to renegotiate such provisions in good faith. In the event
                                            the Parties cannot renegotiate such provisions, then:



 


		(a)	such provisions shall be excluded from
                                            the Agreement;



		(b)	the remainder of the Agreement shall be
                                            interpreted as if the provisions were so excluded; and



		(c)	the remainder of the Agreement shall be
                                            enforced in accordance with its terms.



 


		16.4	Binding Effect: All covenants, agreements,
                                            representations, warranties and undertakings contained in this Agreement by and on behalf
                                            of any of the Parties hereto shall bind and inure to the benefit of the respective successors
                                            and assigns of the Parties hereto, whether so expressed or not. This Agreement shall inure
                                            to the benefit of and be binding upon the Parties, their successors and permitted assigns,
                                            but shall not be assigned by any Party without the prior written consent of the other Parties.



 


		16.5	Further Assurance: At any time and
                                            from time to time after the date hereof, each Party will execute and deliver such other documents
                                            and instruments as may be reasonably deemed necessary in order to more effectively perform
                                            and complete the transactions and undertakings contemplated hereunder.



 


		16.6	Amendments: No amendment, modification
                                            or restatement of this Agreement and/or any of its Schedules shall be effective unless such
                                            amendment, modification or restatement is made in writing and signed by each of the Parties.



 


		16.7	Sections: If any provisions of the
                                            Memorandum or the Articles (as amended from time to time) conflict with any of the provisions
                                            of this Agreement, the provisions of this Agreement shall prevail and the Parties shall,
                                            whenever necessary, exercise all voting and other rights and powers available to them to
                                            procure the amendment of the Articles of Association to the extent necessary to permit the
                                            Company and its affairs to be carried out as provided in this Agreement.



 


		16.8	Survival after Termination: The
                                            termination of this Agreement shall be without prejudice to any claim or rights of action
                                            previously accrued to any Party hereto against the other Party. The provisions of this Agreement
                                            which are meant to survive the termination hereof, including but not limited to the obligations
                                            under clauses relating to Confidential Information, dispute resolution and governing law
                                            shall survive the termination of this Agreement or any part thereof.



 






    Page 31 of 37


     


    

 


		16.9	Relationship between the Parties:
                                            Nothing in this Agreement (or any of the arrangements contemplated by it) shall be deemed
                                            to constitute a partnership between the Parties, nor, except as may be expressly set out
                                            in it, constitute any Party as the agent of another Party for any purpose, or entitle any
                                            party to commit or bind another Party in any manner. The Parties have executed this Agreement
                                            on the basis of an independent contractor relationship.



 


		16.10	Publicity: Neither Party shall
                                            disclose details of the Acquisition under this Agreement or any of the Additional Agreements
                                            in any advertisement, press release, professional or trade publication or in any other manner
                                            without the prior written consent of the other Party, other than any disclosures required
                                            to be made by the Purchaser in its capacity as a company listed on the NASDAQ or as otherwise
                                            required by either Party to be made under Applicable Law, including, but not limited to,
                                            those promulgated by the Securities and Exchange Commission.



 


		16.11	Expenses: The expenses incurred
                                            by each Party in relation to the negotiation and execution of this Agreement and the transactions
                                            hereunder shall be borne by the respective Party.



 









    Page 32 of 37


     


    

 


SCHEDULE 1


DEED OF ADHERENCE


 


THIS DEED OF ADHERENCE (this “Deed”)
is made on [●]:


 


BY:


 


[Name of New Shareholder],
a [description of New Shareholder] and having its [registered office/permanent address] at [registered office/permanent address
of New Shareholder] (hereinafter referred to as the “New Shareholder”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);


 


IN FAVOUR OF:


 


[Name of Continuing Shareholder],
a [description of Continuing Shareholder] and having its [registered office/permanent address] at [registered office/permanent
address of Continuing Shareholder] (hereinafter referred to as the “Continuing Shareholder”, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);1


 


CONFIRMED BY:


 


[Name of Original Shareholder],
a [description of Original Shareholder] and having its [registered office/permanent address] at [registered office/permanent
address of Original Shareholder] (hereinafter referred to as the “Original Shareholder”, which expression shall,
unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);


AND


 


RELIANCE ENTERTAINMENT STUDIOS PRIVATE
LIMITED a private limited company incorporated under the laws of India, bearing corporate identity number U22300MH2019PTC321407 and
having its registered office at 8th Floor , 801/802 Lotus Grandeur, Veera Desai Road Extension, Oshiwara, Andheri West Mumbai, Mumbai
City, Maharashtra - 400053, India (hereinafter referred to as “Company”, which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).


 





 



1 To be repeated if there is more than
one Continuing Shareholder.


 






    Page 33 of 37


     


    

 





WHEREAS:


 


	(A)	The
                                            Original Shareholder, the Continuing Shareholder and the Company are parties to a Shareholders’
                                            Agreement dated [●] (“SHA”) and the Stock Purchase Agreement dated
                                            [·]
                                            (“SPA”). The SHA and the SPA are collectively referred to as the “Agreements”.
	 	 
	(B)	The New Shareholder proposes to purchase [●] Shares
                                            of the Company, constituting [●]% of the Fully Diluted Share Capital, from the Original
                                            Shareholder (the “Sale Shares”).
	 	 
	(C)	This Deed is made by the New Shareholder in compliance
                                            with the Agreements.



 


NOW THIS DEED WITNESSES as follows:


 


	1.	In this Deed, capitalized terms used herein but not defined, shall have
                               the same meaning ascribed to them under the Agreements.
	 	 
	2.	The New Shareholder hereby confirms that it has been supplied with a copy of the Agreements.
	 	 
	3.	The New Shareholder shall purchase from the Original Shareholder the Sale Shares for an aggregate
           purchase consideration of [Insert the Purchase Consideration] and agrees to hold the Sale Shares subject to the terms
           of the Agreements and the Articles of the Company.
	 	 
	4.	The New Shareholder undertakes to the Continuing Shareholder to be bound by the Agreements
           in all respects as if the New Shareholder was a party to the Agreements and named in it as a Shareholder and to observe and
           perform all the provisions and obligations of the Agreements applicable to or binding on a Shareholder under the Agreements
           insofar as they fall to be observed or performed on or after the date of executing this Deed.
	 	 
	5.	The Continuing Shareholder undertakes to the New Shareholder to observe and perform all the
           provisions and obligations of the Agreements applicable to or binding on a Shareholder under the Agreements and further the
           Continuing Shareholder and the Company acknowledge and confirm that the New Shareholder shall be entitled to the rights and
           benefits of the Agreements as if the New Shareholder were named in the Agreements in place of the Original Shareholder with
           effect from the date of executing this Deed.






 






    Page 34 of 37


     


    

 


	6.	This Deed is entered into for the benefit of: (a) the parties to the Agreements;
                               and (b) every other Person who after the Execution Date (and whether before or after the execution of
                               this Deed) assumes any rights or obligations under the Agreements.
	 	 
	7.	The address of the New Shareholder for the purposes of Clause 13 (Notices) of the SHA
           is as follows:



 


	 	Name	:	[●]
	 	 	 	 
	 	Address	:	[●]
	 	 	 	 
	 	Email	:	[●]
	 	 	 	 
	 	Attention	:	[●]



 


	8.	This Deed may be executed in any number of counterparts, all of which
                               taken together shall constitute one and the same deed and any party may enter into this Deed by executing
                               a counterpart.
	 	 
	9.	Governing Law and Dispute Resolution: This Deed shall be governed by and construed
           in accordance with the laws of India. The provisions of Clause 14 (Dispute Resolution and Governing Law) of the SHA
           shall be deemed to stand incorporated in this Deed.



 


IN WITNESS WHEREOF, this Deed
of Adherence has been executed as a deed on the date mentioned hereinabove:


 


For [Name of New Shareholder]


 


Name of the Authorized Representative: [●]


Designation: [●]


Place: [●]


 


For [Name of Continuing Shareholder]


 


Name of the Authorized Representative: [●]


Designation: [●]


Place: [●]






 






    Page 35 of 37


     


    

 


For [Name of Original Shareholder]


 


Name of the Authorized Representative: [●]


Designation: [●]


Place: [●]


 


For RELIANCE ENTERTAINMENT STUDIOS PRIVATE
LIMITED


 


Name of the Authorized Representative: [●]


Designation: [●]


Place: [●]


 



[Signature Page to follow]





 






    Page 36 of 37


     


    

 


IN WITNESS WHEREOF the Parties hereto
have executed this Agreement on the date and the year first hereinabove written.


 


FOR THE PURCHASER:


 


INTERNATIONAL MEDIA ACQUISITION CORP.


 


	By:	/s/ Shibasish Sarkar	 
	 	Name: Shibasish Sarkar	 
	 	Title: Chief Executive Officer	 


 


FOR THE SELLER:


 


RISEE ENTERTAINMENT HOLDINGS PRIVATE LIMITED


 


	By:	/s/ Ajay Mittal	 
	 	Name: A.N. Sethuraman / Ajay Mittal	 
	 	Title: Authorised Signatory	 


 


FOR THE COMPANY:


 


RELIANCE ENTERTAINMENT STUDIOS PRIVATE LIMITED


 


	By:	/s/ Paras Jani	 
	 	Name: Paras Jani	 
	 	Title: Authorised Signatory	 



 






    Page 37 of 37