Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of     [●],
2021 by and between Laris Media Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1 (File No. 333-254533) (the “Registration Statement”), including the prospectus therein (the “Prospectus”),
for the initial public offering of the Company’s units (the “Units”), each of which consists of one Class A
ordinary share, par value $0.0001 per share (the “Ordinary Share”), and one-third of one redeemable warrant, each whole
warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley &
Co. LLC and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus, $[●]
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $[●]
if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company
and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered
to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders
for whose benefit the Trustee shall hold the Property are referred to herein as the “Public Shareholders,” and the
Public Shareholders and the Company are referred to herein, collectively, as the “Beneficiaries”); and


 


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


 


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


 


NOW THEREFORE, IT IS AGREED:


 


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


 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S.-chartered commercial bank with consolidated assets of
$100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 






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


 


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


 


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


 


(e)              
As soon as practicable, notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


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


 


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


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 






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(i)                
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of
a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which
interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s
position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred
to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon
the date which is twenty-four (24) months after the closing of the Offering, or such later date as may be approved by the Company’s
shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”),
as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record
as of such date;


 


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


 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of
the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection
with a shareholder vote to approve an amendment to the Company’s Articles (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”)
or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within twenty-four
(24) months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or
pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that
the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 






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


 


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


 


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


 


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


 


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


 






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(d)              
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business
Combination;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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5.                 
Termination; Replacement of Trustee. This Agreement shall terminate as follows:


 


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


 


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


 


(c)              
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or Laris Media Sponsor LLC, as applicable, for purposes of funding the Trust Account shall be promptly
returned to the Company or Laris Media Sponsor LLC, as applicable.


 


6.                 
Miscellaneous.


 


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


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.


 






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(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(j) and 1(k) hereof (which may not be modified, amended or deleted without the affirmative
vote of sixty five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share,
of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise
indicated its election to redeem its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


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


 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by electronic
mail or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor


New York, NY 10004

Attn: Francis Wolf


Email: fwolf@continentalstock.com


 


if to the Company, to:


 


Laris Media Acquisition Corp


14918 S Figueroa Street


Gardena, CA 90248


Attn: Andrew Ho, Chief Executive Officer


 


in each case, with copies to:


 


Morrison & Foerster LLP


2100 L Street, NW, Suite 900


Washington, DC 20037


Attn: Justin R. Salon; Andrew P. Campbell


 


and


 






    8 


     


    

 


Morgan Stanley & Co. LLC


1585 Broadway


New York, NY 10036


Attn: Equity Syndicate Desk


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, NY 10010


Attn: [●]


 


and


 


Cleary Gottlieb Steen & Hamilton LLP


One Liberty Plaza


New York, NY 10006


Attn: [●]


 


(f)               
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


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


 


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


 


(i)                
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


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


 


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


 


[Signature Page Follows]


 






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


 



	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	 	 
	 	LARIS MEDIA ACQUISITION CORP
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


[Signature Page to Investment Management
Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer.	 	$	[3,500.00	]
	 	 	 	 	 	 	 
	Annual fee	 	First year fee payable at initial closing of

                                                                           the Offering by wire transfer, thereafter on

                                                                           the anniversary of the effective date of the

                                                                           Offering by wire transfer or check.
	 	$	[10,000.00	]
	 	 	 	 	 	 	 
	Transaction processing fee

                                                                           for disbursements to
 Company under Sections

                                                                                                                                                                                                             1(i) and 1(j)
	 	Billed to Company following disbursement

                                                                           made to Company under Sections 1(i) and

                                                                           1(j)
	 	$	[250.00	]
	 	 	 	 	 	 	 
	Paying Agent services as

                                                                           required pursuant to

                                                                           Sections 1(i) and 1(k)
	 	Billed to Company upon delivery of

                                                                           service pursuant to Sections 1(i) and 1(k)
	 	 	Prevailing rates	 



 






    Sched. A-1


     


    

 



 


 


EXHIBIT A


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf:


 


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


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the above-referenced
trust operating account at [name of bank] to the effect that, on the Consummation Date, all of the funds held in the Trust Account will
be immediately available for transfer to the account or accounts that Morgan Stanley & Co. LLC and Credit Suisse Securities (USA)
LLC (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A.
awaiting distribution, neither the Company nor the Representatives will earn any interest on such funds.


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the
Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been
approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company
and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held
in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in
the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 






    E-A 


     


    

 


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


 


		Very Truly Yours,
	 	 
	 	LARIS MEDIA ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	
    Morgan Stanley & Co. LLC

    Credit Suisse Securities (USA) LLC as Representatives
    of the several Underwriters



 






    E-A 


     


    

 


EXHIBIT B


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf:


 


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


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating
account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [●] as the effective
date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to
the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Articles of the Company. Upon the
distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided
in Section 1(j) of the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	LARIS MEDIA ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	Morgan Stanley & Co. LLC 
	 	Credit Suisse Securities (USA) LLC as Representatives of the several Underwriters



 


	 



 






    E-B 


     


    

 


EXHIBIT C


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf


 


Re: Trust Account Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf:


 


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


 


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


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	LARIS MEDIA ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	
    Morgan Stanley & Co. LLC

    Credit Suisse Securities (USA) LLC as Representatives
    of the several Underwriters




 






    E-C 


     


    

 


EXHIBIT D


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf


 


Dear Mr. Wolf:


 


Re: Trust Account Shareholder Redemption Withdrawal Instruction


 


Pursuant to Section 1(l) of the
Investment Management Trust Agreement between Laris Media Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned
on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders
who have requested redemption of their shares. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or
to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within such time as is described
in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your
customary procedures.


 


	 	Very Truly Yours,
	 	 
	 	LARIS MEDIA ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Morgan Stanley & Co. LLC
	 	Credit Suisse Securities (USA) LLC as Representatives
of the several Underwriters



 






    E-D