Exhibit 4.6


 


WARRANT AGREEMENT


 


This Warrant Agreement (this
 “Warrant Agreement”) is made as of [●], 2021, by and between International Media Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company is engaged
in a public offering (the “Public Offering”) of 20,000,000 units (the “Public Units”) of the Company
(and up to 3,000,000 additional Public Units if the underwriters’ over-allotment option is exercised in full), each Public Unit
consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), one right (the “Right”)
to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of the Company’s initial Business Combination
(as defined below) and one redeemable warrant (the “Public Warrant”), with each whole Public Warrant entitling its
holder to purchase three-fourths (3/4) of a share of Common Stock (the “Public Warrant Shares”);


 


WHEREAS, the Company has received
a binding commitment from Content Creation Media LLC (the “Sponsor”) to purchase, pursuant to a Subscription Agreement,
dated as of [●], 2021, an aggregate of 714,400 units (or 796,900 units if the over-allotment option is exercised in full) (collectively,
the “Private Units” and together with the Public Units, the “Units”), each Private Unit consisting
of one share of Common Stock, one Right and one warrant (the “Private Warrant”), with each whole Private Warrant entitling
its holder to purchase three-fourths (3/4) of a share of Common Stock (the “Private Warrant Shares” and together with
the Public Warrant Shares, the “Warrant Shares”);


 


WHEREAS, the Sponsor or its
affiliates or designees may, but are not obligated to, make loans to the Company in order to meet its working capital needs or to extend
the time for the Company to complete its initial Business Combination, of which certain amounts of such loans may be convertible into
additional Private Units at a price of $10.00 per Unit;


 


WHEREAS, the Company may issue
additional warrants to purchase shares of Common Stock hereafter from time to time which shall have the same terms and be in the same
form as the Private Warrants (together with the Public Warrants and the Private Warrants, the “Warrants”);


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (File No. 333-255106)
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of, among other securities, the Public Warrants;


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the form, terms and provisions of the Warrants, including the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.            Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Warrant
Agreement.


 



     


     


    

 


2.            Warrants.


 


2.1           Form of
Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the
Board, the Chief Executive Officer or the Chief Financial Officer of the Company. In the event the person whose facsimile signature has
been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is
issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2           Effect
of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.


 


2.3           Registration.


 


2.3.1        Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of the original
issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company.


 


2.3.2        Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on
the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4           Detachability
of Warrants. The securities comprising the Units will begin to trade separately on (i) the 30th day after the effectiveness of
the Registration Statement, or (ii) such earlier date as Chardan Capital Markets, LLC, as representative of the underwriters (the
 “Representative”), shall determine is acceptable (such date, the “Detachment Date”). In no event
will separate trading of the securities comprising the Units commence until the Company (i) files a Current Report on Form 8-K
with the SEC including an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Public Offering and
(ii) issues a press release announcing when such separate trading will begin.


 


2.5           Private
Warrants. The Private Warrants will be issued substantially in the same form as the Public Warrants, except they (i) will be
exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3 hereof and (ii) will
not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted
transferees (as prescribed in the Subscription Agreement). Once a Private Warrant is transferred to a holder other than a permitted transferee,
it shall be treated as a Public Warrant hereunder for all purposes. The Private Warrants may not be sold, transferred, assigned, pledged
or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective
economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of thirty (30) days after
the consummation by the Company of an initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar
business combination with one or more businesses or entities (the “Business Combination”), except to a permitted transferee,
provided such permitted transferee agrees to the terms of the transfer restrictions.


 


3.            Terms
and Exercise of Warrants.


 


3.1           Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at $11.50
per whole share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as used in
this Warrant Agreement refers to the price per whole share at which Common Stock may be purchased at the time such Warrant is exercised.
The Public Warrants may only be exercised for a whole number of Warrant Shares by a Registered Holder. No fractional shares will be issued.
As a result, such Registered Holder must exercise Warrants in multiples of fours at the Warrant Price (subject to adjustment) in order
to validly exercise his, her or its Warrants.


 



    2


     


    

 


3.2           Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur
of (i) the completion of the Company’s initial Business Combination and (ii) 12 months following the effective date of
the Registration Statement, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (A) five years following
the completion of the Company’s initial Business Combination and (B) the date fixed for redemption of the Warrants as provided
in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption
Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration
Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company (i) may
not extend the duration of the Private Warrants by delaying the Expiration Date and (ii) will provide written notice of not less
than 10 days to Registered Holders and the Warrant Agent of such extension and that such extension shall be identical in duration among
all of the then outstanding Warrants.


 


3.3           Exercise
of Warrants.


 


3.3.1        Cash
Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company, may be
exercised by the Registered Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, currently being:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004


 


with (i) an election to purchase form, duly
executed, electing to exercise such Warrant, and (ii) payment in full, in lawful money of the United States, by certified or bank
cashier’s check payable to the order of the Warrant Agent or by wire transfer to the Warrant Agent’s bank account, of the
Warrant Price for each whole Warrant Share as to which the Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Warrant Shares, and the issuance of the Warrant Shares (such exercise,
a “Cash Exercise”). With respect to the Public Warrants, a Cash Exercise in accordance with this Section 3.3.1
is available to the Registered Holder only during such times that there is an effective registration statement registering the Public
Warrant Shares, with the prospectus contained therein being available for the resale of the Public Warrant Shares. With respect to the
Private Warrants, a Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder so long as the Registered
Holder is the initial purchaser of such Private Warrants or a permitted transferee of such initial purchaser.


 


3.3.2            Cashless
Exercise. Subject to Section 2.4, notwithstanding anything contained herein to the contrary, if (i) the Warrant is a Private
Warrant, and the Registered Holder is the initial purchaser of such Private Warrant or a permitted transferee of such initial purchaser,
or (ii) the Warrant is a Public Warrant and there is no effective registration statement registering the Warrant Shares on any day
the Registered Holder desires to exercise such Public Warrant and more than 90 days have passed since the Company completes its initial
Business Combination, the Registered Holder may exercise the Warrants in whole or in part in lieu of making a cash payment for whole numbers
of Warrant Shares, by providing notice to the Chief Financial Officer of the Company in an election to purchase form of its election to
utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to be issued to the Holder.


 


Y = the number of Warrant Shares with respect to which this
Warrant is being exercised.


 


A = the fair market value of one share of Common Stock.


 


B = the Warrant Price.


 



    3


     


    

 


The Registered Holder may not exercise any Warrants
in the absence of a registration statement except pursuant to this Section 3.3.2. For purposes of this Section 3.3.2 and Section 4.1,
the fair market value of one share of Common Stock is defined as follows:


 


(i) if the Company’s Common
Stock is listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market
or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value shall be deemed the volume weighted
average trading price on such Trading Market for the 20 trading days ending on the third trading day immediately prior to the date an
election to purchase form is submitted to the Company in connection with the exercise of the Warrant; or


 


(ii) if the Company’s Common
Stock is not listed on a Trading Market, but is traded in the over-the-counter market, the fair market value shall be deemed to be the
volume weighted average bid price on such Trading Market for the 20 trading days ending on the third trading day immediately prior to
the date an election to purchase form is submitted in connection with the exercise of the Warrant; or


 


(iii) if there is no active public
market for the Company’s Common Stock, the fair market value of the Common Stock shall be determined in good faith by the Company’s
board of directors.


 


3.3.3        Fractional
Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement, the Company shall not be required to issue
any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder would be entitled
under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s Warrants,
issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction of a Warrant
Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the same time by the same
Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis
of the aggregate number of Warrant Shares issuable on exercise of all such Warrants.


 


3.3.4        Issuance
of Warrant Shares. No later than three (3) business days following the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall
issue, or cause to be issued, in uncertificated or book-entry form through the Warrant Agent and/or deliver electronically through the
facilities of The Depository Trust Company or other book-entry depositary system to the Registered Holder of such Warrant (or at the option
of the Registered Holder, issue a certificate or certificates representing) the number of full shares of Common Stock to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised
or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or
surrendered. Notwithstanding the foregoing, the Company shall not deliver, or cause to be delivered, any securities without applicable
restrictive legend pursuant to the exercise of a Warrant unless (a) a registration statement under the Securities Act with respect
to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock
issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of
counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities
are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the
Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such
exercise or issuance would be unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash
consideration upon exercise or otherwise “net cash settle” the Warrant.


 



    4


     


    





 


3.3.5             Valid
Issuance. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.6             Date
of Issuance. Each person or entity in whose name any such certificate for shares of Common Stock is issued shall, for all purposes,
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at
the close of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7             Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not give effect to the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.99% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q,
current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by
the Company, or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares of Common Stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) business days,
confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the
holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to
any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 


4.             Adjustments.


 


4.1            Stock
Dividends, Splits. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of shares of Common
Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding shares
of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders to purchase shares of Common Stock at
a price less than the Fair Market Value shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For
purposes of this subsection 4.1, if the rights offering is for securities convertible into or exercisable for shares of Common Stock,
in determining the price payable for the shares of Common Stock, there shall be taken into account any consideration received for such
rights, as well as any additional amount payable upon exercise or conversion.


 






    5


     


    

 


4.2            Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reclassification or similar event, the number of shares of Common Stock issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3            Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall
pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such Common
Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders
of the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Common Stock
by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement
between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s liquidation and
the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors,
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.3, “Ordinary Cash Dividend” means any cash dividend or cash distribution which, when combined on a per
share basis with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the
offering price of the Units in the Offering). The foregoing adjustment shall not apply to the Private Warrants.


 


4.4            Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, immediately
prior to such adjustment, by a fraction, (a) the numerator of which shall be the number of shares of Common Stock purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.5            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1 or 4.2 hereof or one that solely affects the par value of such shares of Common
Stock), or, in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Registered Holders
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Registered Holder would have
received if such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification
also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to
Sections 4.1, 4.2, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


 






    6


     


    

 


4.6             Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the
Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1 – 4.5 and 4.9 the Company shall give written notice to each Registered Holder, at the last address set forth for
such Registered Holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


4.7             Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Warrant Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8             Notice
of Certain Transactions. In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe
for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights
or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares of Common
Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to
the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they
appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the
date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is
to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of
stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each
Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result
of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.


 


4.9             Certain
Adjustments to Exercise Price. If (x) the Company issues additional shares of Common Stock or equity-linked securities for capital
raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue
price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the
Company’s board of directors and, in the case of any such issuance to the Company’s pre-Public Offering stockholders or their
affiliates, without taking into account any shares held by the Company’s pre-Public Offering stockholders or their affiliates, as
applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion
of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the
Company’s Common Stock during the 20-trading day period starting on the trading day prior to the consummation of the Company’s
initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the Warrants
will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $16.50 per share redemption trigger price described
in Section 6.1 below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.


 


5.              Transfer
and Exchange of Warrants.


 


5.1            Transfer
of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with the Unit in which such
Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. From
and after the Detachment Date, this Section 5.1 will have no further force and effect.


 


5.2            Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon the Company’s request.


 






    7


     


    

 


5.3            Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 


5.4            Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate for a fraction of a warrant.


 


5.5            Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.6            Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6.             Redemption.


 


6.1            Redemption.
Subject to the second sentence of this Section 6.1, all (and not less than all) of the outstanding Public Warrants may be redeemed,
in whole and not in part, at the option of the Company, at any time from and after the Public Warrants become exercisable, and prior to
their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(“Redemption Price”); provided that the last sales price of the Common Stock has been equal to or greater than $16.50
per share (subject to adjustment for splits, dividends, recapitalizations and other similar events), for any twenty (20) trading
days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is
given and provided further that there is a current registration statement in effect with respect to the shares of Common Stock underlying
the Public Warrants for each day in the aforementioned 30-day trading period and continuing each day thereafter until the Redemption Date
(defined below). For avoidance of doubt, if and when the Public Warrants become redeemable by the Company under this Section, the Company
may exercise its redemption right, even if it is unable to register or qualify the Warrant Shares for sale under all applicable state
securities laws.


 


6.2            Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Registered Holders of the Public Warrants
to be redeemed at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Registered Holder received such notice.


 


6.3            Exercise
After Notice of Redemption. The Public Warrants may be exercised in accordance with Section 3 of this Warrant Agreement at any
time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date;
provided that the Company may require the Registered Holder who desires to exercise such Public Warrants to elect cashless exercise as
set forth under Section 3.3.2, and such Registered Holder must exercise the Public Warrants on a cashless basis if the Company so
requires. On and after the Redemption Date, the Registered Holder of the Public Warrants shall have no further rights except to receive,
upon surrender of the Public Warrants, the Redemption Price.


 


6.4            No
Other Rights to Cash Payment. Except for a redemption in accordance with this Section 6, no Registered Holder of any Warrant
shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any Warrant
under this Warrant Agreement.


 






    8


     


    

 


7.             Other
Provisions Relating to Rights of Registered Holders of Warrants.


 


7.1            No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2            Lost,
Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent
may, on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3            Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7.4            Registration
of Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) business days after the closing
of a Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration under the
Securities Act of the shares of Common Stock issuable upon exercise of the Warrants, and to cause the same to become effective and to
maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants
in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees to use its best efforts to register the shares
of Common Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available.


 


8.              Concerning
the Warrant Agent and Other Matters.


 


8.1            Payment
of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2            Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1             Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing, a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent or by the Registered Holder of the Warrant (who shall,
with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered Holder of any Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and be authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but, if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon
request of any successor Warrant Agent, the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties
and obligations.


 






    9


     


    

 


8.2.2             Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3             Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Warrant Agreement without any further act on the part of the Company or the Warrant Agent.


 


8.3            Fees
and Expenses of Warrant Agent.


 


8.3.1             Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder and will reimburse the
Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2             Further
Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and
delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Warrant Agreement.


 


8.4             Liability
of Warrant Agent.


 


8.4.1             Reliance
on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman of the Board of the Company and delivered to
the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Warrant Agreement.


 


8.4.2             Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct or bad faith.


 


8.4.3             Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5            Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the
terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of the Company’s
Common Stock through the exercise of Warrants.


 






    10


     


    

 


8.6            Waiver.
The Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


9.              Miscellaneous
Provisions.


 


9.1            Successors.
All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2            Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the Registered Holder
of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


International Media Acquisition Corp. 


1604 US Highway 130 


North Brunswick, NJ 08902 


Attn: Shibasish Sarkar 


Email: Shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP 


345 Park Avenue 


New York, NY 10154 


Attn: Mitchell S. Nussbaum, Esq. and Giovanni Caruso, Esq. 


Email: mnussbaum@loeb.com; gcaruso@loeb.com


 


Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Compliance Department


 


Any notice, sent pursuant to this Warrant Agreement
shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on
the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.


 


9.3            Applicable
Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that any
action, proceeding or claim against either of them arising out of or relating in any way to this Warrant Agreement, including under the
Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Warrant
Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process
or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall
be deemed personal service and shall be legal and binding upon the party receiving such service in any action, proceeding or claim. Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange
Act, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 






    11


     


    

 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court
other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern
District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon
such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.


 


9.4            Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the Registered Holders of the Warrants, any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
Registered Holders of the Warrants.


 


9.5            Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent
may require any such Registered Holder to submit his, her or its Warrant for inspection.


 


9.6            Counterparts;
Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall, for
all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile
signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


9.7            Effect
of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof


 


9.8            Amendments.
This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement
(a “Supplemental Agreement”), without the consent of any of the Registered Holders, for the purpose of (i) curing
any ambiguity, or curing, correcting or supplementing any defective provision or mistake contained herein, or making any other provisions
with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this Warrant
Agreement or the Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the assumption by
any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing
for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the
Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company under this Warrant Agreement,
or (v) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and
that will not adversely affect the interests of the Registered Holders in any material respect. All other modifications or amendments
to this Warrant Agreement, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the approval,
by written consent or vote, of the Registered Holders of a majority of the then outstanding Warrants, and with respect to any amendment
to the terms of only the Private Warrants, shall require the approval, by written consent or vote, of the Registered Holders of a majority
of the then outstanding Private Warrants, as applicable. Notwithstanding the foregoing, the Company may extend the duration of the Exercise
Period in accordance with Section 3.2 without such consent.


 






    12


     


    

 


9.9            Severability.
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[SIGNATURE PAGE FOLLOWS]


 






    13


     


    

 


IN WITNESS WHEREOF, this Warrant Agreement has
been duly executed by the parties hereto as of the day and year first above written.


 


	 	
    INTERNATIONAL MEDIA ACQUISITION CORP.

     

	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:  	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Warrant
Agreement]


 






    


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO 


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR 


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


International Media Acquisition Corp. 


Incorporated Under the Laws of the State of Delaware


 


CUSIP [●]


 


Warrant Certificate


 


This
Warrant Certificate certifies that [●], or registered assigns, is the registered holder of [●] warrant(s) evidenced
hereby (the “Warrants” and each, a “Warrant”) to purchase [●] shares of common stock, par
value $0.0001 per share (“Common Stock”), of International Media Acquisition Corp., a Delaware corporation (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially
exercisable for three-fourths (3/4) of a share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If,
upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise,
round down to the nearest whole number the number of shares of Common Stock to be issued to the holder of the Warrant. The number of shares
of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.


 






    


     


    

 


	 	INTERNATIONAL MEDIA ACQUISITION CORP.
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST 

COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    


     


    

 





[Form of Warrant Certificate]


 


[REVERSE]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [●] shares
of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the designated office(s) of the Warrant Agent. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall
be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


[Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant
Agreement.]1


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of the Warrants, a holder would be entitled to receive
a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Common
Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the designated office(s) of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office(s) of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other third-party
charges imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 





 






1 To be included only for Public Warrants.


 






    


     


    

 





Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive [●] shares of common stock, par value $0.0001
per share (“Common Stock”), and herewith tenders payment for such shares of Common Stock to the order of International
Media Acquisition Corp. (the “Company”) in the amount of $[●] in accordance with the terms hereof. The undersigned
requests that a certificate for such shares of Common Stock be registered in the name of [●], whose address is [●], and that
such shares of Common Stock be delivered to [●], whose address is [●]. If said number of shares of Common Stock is less than
all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name of [●], whose address is [●], and that such Warrant Certificate
be delivered to [●], whose address is [●].


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock
that this Warrant is exercisable for would be determined in accordance with Section 3.3.2 or Section 6.3, as applicable, of
the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provision of the
Warrant Agreement, to receive [●] shares of Common Stock. If said number of shares of Common Stock is less than all of the shares
of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered in the name of [●], whose address is [●],
and that such Warrant Certificate be delivered to [●], whose address is [●].


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934,
AS AMENDED).


 


	Date:	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed: