Exhibit 10.1


 


July 28,
2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17
State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This
letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between International Media Acquisition Corp., a Delaware corporation
(the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of
the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the
 “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock,
par value $0.0001 per share (“Common Stock”), of the Company, one right to receive one-twentieth (1/20) of one share
of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant
entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”).
Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s
IPO (unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable
steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any
shares underlying the Private Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as
a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any
Rights or Warrants underlying the Private Units, all of which will terminate on the Company’s liquidation.


 












     


     


    

 


3.       In
the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all
loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by a vendor for services rendered or products sold to the Company, or
a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust
Fund to below the lesser of (i) $10.00 per IPO Share and (ii) the actual amount per IPO Share held in the Trust Fund as of the date of
the liquidation of the Trust Fund if less than $10.00 per IPO Share due to reductions in the value of the trust assets, in each case
less taxes payable; provided that such indemnity will not apply to (a) any claims by a third-party who executed a waiver of any
and all rights to seek access to the Trust Fund nor (b) any claims under the Company’s indemnity of the underwriters of the IPO
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
In the event that an executed waiver is deemed to be unenforceable against a third-party, the undersigned shall not be responsible to
the extent of any liability for such third-party claims.


 


4.       In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek
recourse for such expenses.


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company. After the underwriter exercises its over-allotment option
in full, the remaining portion of the underwriter’s over-allotment option is canceled, or the underwriter’s over-allotment
option terminates, the undersigned agrees to cancel a portion of the undersigned’s Insider Shares such that the total number of
Insider Shares equals (i) 0.20 multiplied by (ii) the number of Units sold in the IPO.


 


6.       The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will be subject to
the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Units.


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion
from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 






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10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and
will not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in all material
respects. The undersigned represents and warrants that:


 


	 	(a)	He, she
    or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him, her
    or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


 


	 	(b)	He, she or it has never
    had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never
    been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she or it has never
    been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor
    offenses);


 


	 	(e)	He, she or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing
    broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated
    by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment
    adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
    bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection
    with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the
    purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities
    laws;


 


	 	(f)	He, she, or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
    barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described in 11(e)(i)
    above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
    law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 






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	 	(h)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where
    the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never
    been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities
    or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
    but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or
    permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or
    fraud in connection with any business entity;


 


	 	(j)	He, she or it has never
    been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
    organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority
    over its members or persons associated with a member;


 


	 	(k)	He, she or it has never
    been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making
    of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
    securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never
    subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing like functions);
    a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign insurance
    commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency; the
    CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent,
    manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never
    been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale of the Units,
    restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in connection with the
    purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency with
    similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
    investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	He, she or it has never
    been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her or it to cease
    and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities
    laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder,
    Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities
    Act;


 






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	 	(o)	He, she or it has never
    filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering statement
    filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently,
    the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never
    been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order
    or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for
    obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or it is not subject
    to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
    that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
    of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration
    that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
    in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


	 	(r)	He, she or it is not subject
    to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”)
    or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes
    the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations
    on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from
    being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never
    been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
    organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for
    any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months
of the closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company
provides holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem
any shares, including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder
vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection
with the Company’s proposed initial Business Combination.


 






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15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 






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If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


 


[Signature Page Follows]


 






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	Sincerely, 	 
	 	 
	Content Creation Media LLC 	 
	Print Name of Insider 	 
	 	 
	 	 
	By:   	/s/ Shibasish Sarkar	 
	Name: Shibasish Sarkar	 
	Title: Manager	 







 


[Signature Page to Insider
Letter Agreement]


 









     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	INTERNATIONAL MEDIA ACQUISITION CORP.	 
	 	 
	 	 
	By:	/s/ Shibasish Sarkar	 
	Name: Shibasish Sarkar	 
	Title: Chief Executive Officer	 




 


[Signature Page to Insider Letter Agreement]


 









     


     


    

 


July 28, 2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17 State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This letter agreement (this
 “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Chardan
Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right
to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”)
and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50
per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s IPO
(unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable steps
to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares underlying the Private
Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned
acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights or Warrants underlying the
Private Units, all of which will terminate on the Company’s liquidation.


 









     


     


    

 


3.       [Intentionally
Omitted.]


 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion from
an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a
financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or
any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she or it has never had a petition under the federal
    bankruptcy laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was
    a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he or
    she was an executive officer at or within two years before the time of such filing;


 









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	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer
    been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never been convicted of fraud in a civil or criminal
    proceeding;


 


	 	(d)	He, she or it has never been convicted in a criminal proceeding or
    named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining
    or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,
    commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading
    Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
    or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
    or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging
    in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity
    or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting
    for more than 60 days his, her or its right to engage in any activity described in 11(e)(i) above, or to be associated with persons
    engaged in any such activity;


 


	 	(g)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or
    finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding
    by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never been the subject of, or a party to, any Federal,
    State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
    relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or
    regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
    order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition
    order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 






    3 


     


    

 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction
    or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent
    exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor:
    (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii)
    arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or
    paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never subject to a final order of a state or foreign
    securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises
    or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a
    state performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration
    that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree
    of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging
    or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the
    making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct
    of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
    of securities;


 


	 	(n)	He, she or it has never been subject to any order of the SEC or any
    foreign regulatory agency with similar functions that orders him, her or it to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section
    17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of
    the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never filed (as a registrant or issuer), or been
    named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject
    of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
    or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never been subject to a United States Postal Service
    false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct
    alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by
    means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities
    commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings
    associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate
    federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with
    an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;
    or (iii) engaging in savings association or credit union activities;


 






    4 


     


    

 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant
    to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of
    the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration
    as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations
    of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from
    participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never been suspended or expelled from membership
    in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national
    securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct
    inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement on
Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director of
the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months of the
closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company provides
holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem any shares,
including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder vote to approve
the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the
Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5 


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 






    6 


     


    

 


18.      No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.      The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


 


[Signature Page Follows]


 






    7 


     


    

 


	Sincerely, 	 
	 	 
	David M. Taghioff, as trustee of RAAD Revocable Trust	 
	Print Name of Insider 	 
	 	 
	 	 
	/s/ David M. Taghioff	 
	Signature 	 




 


[Signature Page to Insider
Letter Agreement]


 






     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	INTERNATIONAL MEDIA ACQUISITION CORP.	 
	 	 
	 	 
	By:	/s/ Shibasish Sarkar	 
	Name: Shibasish Sarkar	 
	Title:Chief Executive Officer	 




 


[Signature Page to Insider
Letter Agreement]


 






     


     


    

 






 


July 28,
2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17
State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This
letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between International Media Acquisition Corp., a Delaware corporation
(the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of
the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the
 “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock,
par value $0.0001 per share (“Common Stock”), of the Company, one right to receive one-twentieth (1/20) of one share
of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant
entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”).
Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s
IPO (unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable
steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any
shares underlying the Private Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as
a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any
Rights or Warrants underlying the Private Units, all of which will terminate on the Company’s liquidation.


 






     


     


    

 


3.       [Intentionally
Omitted.]


 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion
from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and
will not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 






    2


     


    

 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she
    or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him, her
    or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


 


	 	(b)	He, she or it has never
    had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never
    been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she or it has never
    been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor
    offenses);


 


	 	(e)	He, she or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing
    broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated
    by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment
    adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
    bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection
    with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the
    purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities
    laws;


 


	 	(f)	He, she, or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
    barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described in 11(e)(i)
    above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
    law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where
    the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never
    been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities
    or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
    but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or
    permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or
    fraud in connection with any business entity;


 


	 	(j)	He, she or it has never
    been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
    organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority
    over its members or persons associated with a member;


 






    3


     


    

 


	 	(k)	He, she or it has never
    been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making
    of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
    securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never
    subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing like functions);
    a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign insurance
    commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency; the
    CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent,
    manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never
    been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale of the Units,
    restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in connection with the
    purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency with
    similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
    investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	He, she or it has never
    been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her or it to cease
    and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities
    laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder,
    Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities
    Act;


 


	 	(o)	He, she or it has never
    filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering statement
    filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently,
    the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never
    been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order
    or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for
    obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or it is not subject
    to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
    that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
    of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration
    that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
    in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 






    4


     


    

 


	 	(r)	He, she or it is not subject
    to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”)
    or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes
    the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations
    on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from
    being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never
    been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
    organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for
    any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement
on Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director
of the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months
of the closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company
provides holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem
any shares, including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder
vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection
with the Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 






    6


     


    

 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


[Signature Page Follows]


 






    7


     


    

 


Sincerely, 


 


	Deepak
  Nayar	 




Print Name
of Insider 


 


/s/ Deepak
Nayar


	Signature 	 




 


[Signature Page to Insider
Letter Agreement]


 






     


     


    

 


Acknowledged and Agreed:


 


INTERNATIONAL
MEDIA ACQUISITION CORP.


 


	By:	/s/ Shibasish Sarkar	



	Name:	Shibasish Sarkar	



	Title:	Chief Executive Officer	



 


[Signature Page to Insider
Letter Agreement]


 






     


     


    

 


July 28,
2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17
State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This
letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between International Media Acquisition Corp., a Delaware corporation
(the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of
the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the
 “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock,
par value $0.0001 per share (“Common Stock”), of the Company, one right to receive one-twentieth (1/20) of one share
of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant
entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”).
Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s
IPO (unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable
steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any
shares underlying the Private Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as
a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any
Rights or Warrants underlying the Private Units, all of which will terminate on the Company’s liquidation.


 






     


     


    

 


3.       [Intentionally
Omitted.]


 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion
from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and
will not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she
    or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him, her
    or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


 






    2


     


    

 


	 	(b)	He, she or it has never
    had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never
    been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she or it has never
    been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor
    offenses);


 


	 	(e)	He, she or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing
    broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated
    by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment
    adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
    bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection
    with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the
    purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities
    laws;


 


	 	(f)	He, she, or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
    barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described in 11(e)(i)
    above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
    law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where
    the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never
    been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities
    or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
    but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or
    permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or
    fraud in connection with any business entity;


 


	 	(j)	He, she or it has never
    been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
    organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority
    over its members or persons associated with a member;


 






    3


     


    

 


	 	(k)	He, she or it has never
    been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making
    of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
    securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never
    subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing like functions);
    a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign insurance
    commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency; the
    CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent,
    manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never
    been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale of the Units,
    restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in connection with the
    purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency with
    similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
    investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	He, she or it has never
    been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her or it to cease
    and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities
    laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder,
    Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities
    Act;


 


	 	(o)	He, she or it has never
    filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering statement
    filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently,
    the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never
    been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order
    or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for
    obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or it is not subject
    to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
    that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
    of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration
    that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
    in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 






    4


     


    

 


	 	(r)	He, she or it is not subject
    to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”)
    or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes
    the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations
    on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from
    being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never
    been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
    organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for
    any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement
on Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director
of the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months
of the closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company
provides holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem
any shares, including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder
vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection
with the Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 






    6


     


    

 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


[Signature Page Follows]


 






    7


     


    

 


Sincerely, 


 


Gregory R. Silverman, as trustee of

The Gregory and Amanda Silverman Living Trust, dated June 19, 2004 


Print Name
of Insider 


 


	/s/ Gregory R. Silverman	 




Signature 


 


[Signature Page to Insider
Letter Agreement]


 






     


     


    

 


Acknowledged and Agreed:


 


INTERNATIONAL
MEDIA ACQUISITION CORP.


 


	By:	/s/ Shibasish Sarkar	 




	Name:	Shibasish Sarkar	 
	Title:	Chief Executive Officer	 




 


[Signature Page to Insider
Letter Agreement]


 






     


     


    


 


July 28, 2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17 State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This letter agreement (this
 “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Chardan
Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right
to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”)
and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50
per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s IPO
(unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable steps
to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares underlying the Private
Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned
acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights or Warrants underlying the
Private Units, all of which will terminate on the Company’s liquidation.


 


3.       [Intentionally
Omitted.]


 






     


     


    

 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion from
an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a
financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or
any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she or it has never had a petition under the federal
    bankruptcy laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was
    a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he or
    she was an executive officer at or within two years before the time of such filing;


 






    2


     


    

 


	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer
    been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never been convicted of fraud in a civil or criminal
    proceeding;


 


	 	(d)	He, she or it has never been convicted in a criminal proceeding or
    named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining
    or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,
    commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading
    Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
    or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
    or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging
    in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity
    or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting
    for more than 60 days his, her or its right to engage in any activity described in 11(e)(i) above, or to be associated with persons
    engaged in any such activity;


 


	 	(g)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or
    finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding
    by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never been the subject of, or a party to, any Federal,
    State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
    relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or
    regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
    order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition
    order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 






    3


     


    

 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction
    or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent
    exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor:
    (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii)
    arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or
    paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never subject to a final order of a state or foreign
    securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises
    or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a
    state performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration
    that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree
    of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging
    or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the
    making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct
    of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
    of securities;


 


	 	(n)	He, she or it has never been subject to any order of the SEC or any
    foreign regulatory agency with similar functions that orders him, her or it to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section
    17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of
    the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never filed (as a registrant or issuer), or been
    named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject
    of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
    or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never been subject to a United States Postal Service
    false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct
    alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by
    means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities
    commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings
    associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate
    federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with
    an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;
    or (iii) engaging in savings association or credit union activities;


 






    4


     


    

 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant
    to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of
    the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration
    as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations
    of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from
    participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never been suspended or expelled from membership
    in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national
    securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct
    inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement on
Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director of
the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months of the
closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company provides
holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem any shares,
including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder vote to approve
the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the
Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 






    6


     


    

 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.     No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.     The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


[Signature Page Follows]


 









    7


     


    

 


Sincerely, 


 


	Paul F. Pelosi, Jr.	 
	Print Name of Insider	 



 


	/s/ Paul F. Pelosi, Jr.	 






Signature 


 


[Signature Page to Insider
Letter Agreement]


 






    


     


    

 





Acknowledged and Agreed:


 


INTERNATIONAL MEDIA ACQUISITION CORP.


 


	By:  	/s/ Shibasish Sarkar	 






	Name:	Shibasish Sarkar	 
	Title:	Chief Executive Officer	 



 


[Signature Page to Insider
Letter Agreement]



 






    


     


    

 


July 28, 2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17 State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This letter agreement (this
 “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Chardan
Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right
to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”)
and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50
per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s IPO
(unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable steps
to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares underlying the Private
Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned
acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights or Warrants underlying the
Private Units, all of which will terminate on the Company’s liquidation.


 


3.       [Intentionally
Omitted.]


 






    


     


    

 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion from
an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a
financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or
any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she or it has never had a petition under the federal
    bankruptcy laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was
    a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he or
    she was an executive officer at or within two years before the time of such filing;


 






    2


     


    

 


	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer
    been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never been convicted of fraud in a civil or criminal
    proceeding;


 


	 	(d)	He, she or it has never been convicted in a criminal proceeding or
    named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining
    or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,
    commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading
    Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
    or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
    or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging
    in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity
    or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting
    for more than 60 days his, her or its right to engage in any activity described in 11(e)(i) above, or to be associated with persons
    engaged in any such activity;


 


	 	(g)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or
    finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding
    by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never been the subject of, or a party to, any Federal,
    State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
    relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or
    regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
    order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition
    order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 






    3


     


    

 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction
    or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent
    exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor:
    (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii)
    arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or
    paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never subject to a final order of a state or foreign
    securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises
    or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a
    state performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration
    that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree
    of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging
    or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the
    making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct
    of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
    of securities;


 


	 	(n)	He, she or it has never been subject to any order of the SEC or any
    foreign regulatory agency with similar functions that orders him, her or it to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section
    17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of
    the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never filed (as a registrant or issuer), or been
    named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject
    of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
    or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never been subject to a United States Postal Service
    false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct
    alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by
    means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities
    commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings
    associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate
    federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with
    an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;
    or (iii) engaging in savings association or credit union activities;


 






    4


     


    

 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant
    to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of
    the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration
    as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations
    of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from
    participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never been suspended or expelled from membership
    in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national
    securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct
    inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement on
Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director of
the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months of the
closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company provides
holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem any shares,
including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder vote to approve
the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the
Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 






    6


     


    

 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.     No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.     The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


[Signature Page Follows]


 






    7


     


    

 


Sincerely, 


 


	Sanjay Wadhwa	 
	Print Name of Insider 	 
	 	 
	/s/ Sanjay Wadhwa	 






Signature 


 


[Signature Page to Insider
Letter Agreement]


 






    


     


    

 





Acknowledged and Agreed:


 


INTERNATIONAL MEDIA ACQUISITION CORP.


 


	By:  	/s/ Shibasish Sarkar	 






	Name:	Shibasish Sarkar	 
	Title:	Chief Executive Officer	 



 


[Signature Page to Insider
Letter Agreement]


 






    


     


    

 






 


July 28, 2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17 State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This letter agreement (this
 “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Chardan
Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right
to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”)
and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50
per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s IPO
(unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable steps
to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares underlying the Private
Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned
acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights or Warrants underlying the
Private Units, all of which will terminate on the Company’s liquidation.


 


3.       [Intentionally
Omitted.]


 






     


     


    

 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion from
an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a
financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or
any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she or it has never had a petition under the federal
    bankruptcy laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was
    a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he or
    she was an executive officer at or within two years before the time of such filing;


 






    2 


     


    

 


	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer
    been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never been convicted of fraud in a civil or criminal
    proceeding;


 


	 	(d)	He, she or it has never been convicted in a criminal proceeding or
    named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining
    or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,
    commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading
    Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
    or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
    or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging
    in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity
    or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting
    for more than 60 days his, her or its right to engage in any activity described in 11(e)(i) above, or to be associated with persons
    engaged in any such activity;


 


	 	(g)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or
    finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding
    by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never been the subject of, or a party to, any Federal,
    State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
    relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or
    regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
    order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition
    order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction
    or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent
    exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 






    3 


     


    

 


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor:
    (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii)
    arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or
    paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never subject to a final order of a state or foreign
    securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises
    or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a
    state performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration
    that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree
    of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging
    or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the
    making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct
    of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
    of securities;


 


	 	(n)	He, she or it has never been subject to any order of the SEC or any
    foreign regulatory agency with similar functions that orders him, her or it to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section
    17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of
    the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never filed (as a registrant or issuer), or been
    named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject
    of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
    or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never been subject to a United States Postal Service
    false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct
    alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by
    means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities
    commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings
    associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate
    federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with
    an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;
    or (iii) engaging in savings association or credit union activities;


 






    4 


     


    

 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant
    to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of
    the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration
    as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations
    of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from
    participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never been suspended or expelled from membership
    in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national
    securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct
    inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement on
Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director of
the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months of the
closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company provides
holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem any shares,
including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder vote to approve
the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the
Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5 


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 






    6 


     


    

 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


 


[Signature Page Follows]


 









    7 


     


    

 


	Sincerely, 	 
	 	 
	Shibasish
    Sarkar 	 
	Print
    Name of Insider 	 
	 	 
	/s/ Shibasish
    Sarkar 	 
	Signature 	 




 


[Signature Page to Insider
Letter Agreement]


 






    


     


    

 





	Acknowledged
    and Agreed:	 
	 	 
	INTERNATIONAL
    MEDIA ACQUISITION CORP.	 
	 	 
	By:	/s/ Shibasish
    Sarkar	 






	Name:	Shibasish
    Sarkar	 
	Title:	Chief
    Executive Officer	 




 


[Signature Page to Insider
Letter Agreement]


 






     


     


    

 


July 28,
2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17
State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This
letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between International Media Acquisition Corp., a Delaware corporation
(the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of
the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the
 “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock,
par value $0.0001 per share (“Common Stock”), of the Company, one right to receive one-twentieth (1/20) of one share
of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant
entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”).
Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s
IPO (unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable
steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any
shares underlying the Private Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as
a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any
Rights or Warrants underlying the Private Units, all of which will terminate on the Company’s liquidation.


 


3.       [Intentionally
Omitted.]


 






    


     


    

 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion
from an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and
will not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she
    or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him, her
    or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any
    corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


 






    2


     


    

 


	 	(b)	He, she or it has never
    had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never
    been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she or it has never
    been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor
    offenses);


 


	 	(e)	He, she or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing
    broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated
    by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment
    adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,
    bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection
    with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the
    purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities
    laws;


 


	 	(f)	He, she, or it has never
    been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
    barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described in 11(e)(i)
    above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
    law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never
    been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where
    the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never
    been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree or finding,
    not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities
    or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
    but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or
    permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or
    fraud in connection with any business entity;


 


	 	(j)	He, she or it has never
    been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
    organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority
    over its members or persons associated with a member;


 






    3


     


    

 


	 	(k)	He, she or it has never
    been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making
    of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
    securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never
    subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing like functions);
    a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign insurance
    commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency; the
    CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent,
    manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never
    been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale of the Units,
    restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in connection with the
    purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency with
    similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer,
    investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	He, she or it has never
    been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her or it to cease
    and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities
    laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder,
    Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities
    Act;


 


	 	(o)	He, she or it has never
    filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering statement
    filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently,
    the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never
    been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order
    or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for
    obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or it is not subject
    to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority
    that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer
    of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration
    that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
    in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 






    4


     


    

 


	 	(r)	He, she or it is not subject
    to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”)
    or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes
    the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations
    on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from
    being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never
    been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
    organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for
    any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement
on Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director
of the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months
of the closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company
provides holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem
any shares, including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder
vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection
with the Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 






    6


     


    

 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


 


[Signature Page Follows]


 









    7


     


    

 


	Sincerely, 	 
	 	 
	Suresh
    Ramamurthi	 
	Print
    Name of Insider 	 
	 	 
	/s/ Suresh
    Ramamurthi	 
	Signature 	 




 


[Signature Page to Insider
Letter Agreement]


 








    


     


    

 





	Acknowledged
    and Agreed:	 
	 	 
	INTERNATIONAL
    MEDIA ACQUISITION CORP.	 
	 	 
	By:	/s/ Shibasish
    Sarkar	 






	Name:	Shibasish
    Sarkar	 
	Title:	Chief
    Executive Officer	 




 


[Signature Page to Insider
Letter Agreement]


 






    


     


    

 





 


July 28, 2021


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


 


Chardan Capital
Markets, LLC


17 State Street, 21st Floor


New York,
NY 10004


 


Re:       Initial
Public Offering


 


Gentlemen:


 


This letter agreement (this
 “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Chardan
Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each comprised of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, one right
to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”)
and one warrant, with each Warrant entitling its holder to purchase three-fourths (3/4) of one share of Common Stock at a price of $11.50
per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.       (a)
In the event that the Company fails to consummate a Business Combination within 12 months from the closing of the Company’s IPO
(unless extended up to 18 months by resolution of the board of directors of the Company), the undersigned shall take all reasonable steps
to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate
as soon as reasonably practicable.


 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to his, her or its Insider Shares including any shares underlying the Private
Units (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out
of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. The undersigned
acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Rights or Warrants underlying the
Private Units, all of which will terminate on the Company’s liquidation.


 


3.       [Intentionally
Omitted.]


 






     


     


    

 


4.       [Intentionally
Omitted.]


 


5.       The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will
enter into with the undersigned and an escrow agent acceptable to the Company.


 


6.       [Intentionally
Omitted.]


 


7.       In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the
Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business,
until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing
fiduciary and contractual obligations the undersigned might have.


 


8.       The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with,
or has received financial investment from, an entity with which any Insider or their affiliates is affiliated, such transaction must
be approved by a majority of the Company’s disinterested and independent directors and the Company must obtain an opinion from
an independent investment banking firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a
financial point of view.


 


9.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business
Combination; provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company
in cash upon consummation of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned
shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating
and consummating a Business Combination.


 


10.       Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will
not accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or
any affiliate of the undersigned originates a Business Combination.


 


11.       The
undersigned agrees to be a director and/or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate
in all material respects. The undersigned represents and warrants that:


 


	 	(a)	He, she or it has never had a petition under the federal
    bankruptcy laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was
    a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he or
    she was an executive officer at or within two years before the time of such filing;


 






    2


     


    

 


	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer
    been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never been convicted of fraud in a civil or criminal
    proceeding;


 


	 	(d)	He, she or it has never been convicted in a criminal proceeding or
    named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining
    or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,
    commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading
    Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
    or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
    or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging
    in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity
    or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or
    decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting
    for more than 60 days his, her or its right to engage in any activity described in 11(e)(i) above, or to be associated with persons
    engaged in any such activity;


 


	 	(g)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or
    finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never been found by a court of competent jurisdiction
    in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding
    by the CFTC has not been subsequently reversed, suspended or vacated;


 


	 	(i)	He, she, or it has never been the subject of, or a party to, any Federal,
    State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
    relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or
    regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
    order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition
    order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction
    or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent
    exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 






    3


     


    

 


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor:
    (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii)
    arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or
    paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never subject to a final order of a state or foreign
    securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises
    or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a
    state performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration
    that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree
    of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging
    or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the
    making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct
    of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
    of securities;


 


	 	(n)	He, she or it has never been subject to any order of the SEC or any
    foreign regulatory agency with similar functions that orders him, her or it to cease and desist from committing or causing a future
    violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section
    17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of
    the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never filed (as a registrant or issuer), or been
    named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject
    of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
    or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never been subject to a United States Postal Service
    false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct
    alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by
    means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities
    commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings
    associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate
    federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with
    an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;
    or (iii) engaging in savings association or credit union activities;


 






    4


     


    

 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant
    to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of
    the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration
    as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations
    of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from
    participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never been suspended or expelled from membership
    in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national
    securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct
    inconsistent with just and equitable principles of trade.


 


12.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement
and to serve as a director and/or officer of the Company, as applicable, and consents to being named in the registration statement on
Form S-1 and prospectus filed by the Company with the Commission, road show and any other materials as an officer and/or director of
the Company, as applicable.


 


13.       The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned or to
be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket,
and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to
approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended and Restated Certificate
of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.       The
undersigned hereby agrees to (i) not propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment
to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s
redemption obligation to redeem all IPO Shares if the Company cannot complete an initial Business Combination within 12 months of the
closing of the IPO (unless extended up to 18 months by resolution of the board of directors of the Company), unless the Company provides
holders of IPO Shares an opportunity to redeem their IPO Shares in conjunction with any such amendment, and (ii) not redeem any shares,
including Insider Shares, in connection with the right to receive cash from the Trust Fund in connection with a stockholder vote to approve
the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the
Company’s proposed initial Business Combination.


 


15.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in
the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising
out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration in accordance with the
International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before
the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will
be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision
shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party
or as otherwise directed by the arbitrators.


 






    5


     


    

 


16.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii)
 “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO
and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean the shares of Common Stock
issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement
taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection
with the exercise of the over-allotment option by the underwriters in the IPO as described in the Registration Statement; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust
Fund” shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.       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 or by e-mail
transmission. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail
address set forth below the respective party’s name in this Section 15. To the extent that any notice given by means of electronic
transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.
The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice
to any such change in the manner provided herein for giving notice.


 


If to the Representative:


 


Chardan Capital Markets, LLC


17 State Street, 21st Floor


New York, NY 10004


Attn: Guy Barudin


E-mail: GBarudin@chardan.com


 


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


 


Latham & Watkins LLP


811 Main Street, Suite 3700


Houston, TX 77002


Attn: Ryan J. Maierson


E-mail: Ryan.Maierson@lw.com


 






    6


     


    

 


If to the Company:


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar, Chief Executive
Officer


E-mail: shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


E-mail: mnussbaum@loeb.com; gcaruso@loeb.com


 


18.       No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and
any successors and assigns thereof.


 


19.       The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


 


[Signature Page Follows]


 






    7


     


    

 


	Sincerely, 	 
	 	 
	Vishwas Joshi 	 
	Print Name of Insider 	 
	 	 
	/s/ Vishwas Joshi 	 
	Signature 	 




 


[Signature Page to Insider
Letter Agreement]


 



    


     


    




 


	Acknowledged and Agreed:	 
	 	 
	INTERNATIONAL MEDIA ACQUISITION CORP.	 
	 	 
	 	 
	By:	/s/ Shibasish Sarkar	 
	Name: Shibasish Sarkar	 
	Title: Chief Executive Officer	 




 


[Signature Page to Insider
Letter Agreement]