Exhibit 4.2


 


WARRANT AGREEMENT


 


This
Warrant Agreement (this “Warrant Agreement”) is made as of July 28, 2021, by and between International Media
Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New
York limited purpose trust company, as warrant agent (the “Warrant Agent”).


 


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


 


WHEREAS,
the Company has received a binding commitment from Content Creation Media LLC (the “Sponsor”) to purchase, pursuant
to a Subscription Agreement, dated as of July 28, 2021, an aggregate of 714,400 units (or 796,900 units if the over-allotment option is
exercised in full) (collectively, the “Private Units” and together with the Public Units, the “Units”),
each Private Unit consisting of one share of Common Stock, one Right and one warrant (the “Private Warrant”), with
each whole Private Warrant entitling its holder to purchase three-fourths (3/4) of a share of Common Stock (the “Private Warrant
Shares” and together with the Public Warrant Shares, the “Warrant Shares”);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


2.        Warrants.


 


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


 


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


 


2.3        Registration.


 


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


 


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


 


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


 


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


 


3.        Terms
and Exercise of Warrants.


 


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


 






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


 


3.3        Exercise
of Warrants.


 


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


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004


 


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


 


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


 


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


 


where:


 


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


 


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


 


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


 


B = the Warrant Price.


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


4.        Adjustments.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


5.        Transfer
and Exchange of Warrants.


 


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


 


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


 






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


 


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


 


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


 


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


 


6.        Redemption.


 


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


 


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


 


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


 


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


 






    8 


     


    

 


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


 


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


 


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


 


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


 


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


 


8.        Concerning
the Warrant Agent and Other Matters.


 


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


 


8.2        Resignation,
Consolidation, or Merger of Warrant Agent.


 


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


 






    9 


     


    

 


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


 


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


 


8.3        Fees
and Expenses of Warrant Agent.


 


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


 


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


 


8.4        Liability
of Warrant Agent.


 


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


 


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


 


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


 


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


 


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


 






    10 


     


    

 


9.        Miscellaneous
Provisions.


 


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


 


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


 


International Media Acquisition Corp.


1604 US Highway 130


North Brunswick, NJ 08902


Attn: Shibasish Sarkar


Email: Shibasish@imac.org.in


 


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


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


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


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


 


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


 


Continental Stock Transfer & Trust Company


1
State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


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


 


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


 






    11 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 






    12 


     


    

 


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


 


	 	
    INTERNATIONAL MEDIA ACQUISITION CORP.

     

	 	 	 	 
	 	By:	/s/ Shibasish
    Sarkar
	 	 	Name:	  Shibasish Sarkar
	 	 	Title:  	Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
	 	By:	/s/ Ana Gois
	 	 	Name:	 Ana Gois
	 	 	Title:	 Vice President


 


[Signature Page to Warrant Agreement]


 






    


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


International Media Acquisition Corp.


Incorporated Under the Laws of the State of Delaware


 


CUSIP 459867 115


 


Warrant Certificate


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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

COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    


     


    

 


[Form of Warrant Certificate]


 


[REVERSE]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
[·] shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of July 28, 2021 (the
 “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
 “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the
Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used
in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 





	 	 






1 To be included only for Public Warrants.






    


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


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


 


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


 


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


 


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