Exhibit 10.9


 


 


Private and Confidential


 


	Rajbikram Singh Nayar

                       Managing Director  
	Ontogeny Capital LT D

                       License No.: 949456

                       Al Sahaa Offices, Burj Khalifa

                       Office Number 530-4

                       Dubai, PO Box 888274

                       United Arab Emirates    




 


 


May 5, 2021


 


International Media Acquisition Corporation


1604 US Highway 130


N Brunswick,


New Jersey 08902


USA


[the “IMAC”]


 


Attn:     Mr. Shibasish Sarkar


 


Re: Supplemental Engagement Letter


 


Dear Shibasish,


 


This letter will confirm our understanding that on behalf of Ontogeny
Capital L T D (“Ontogeny”), the undersigned, here by confirms and undertakes that subject to and upon settlement of
all dues and payment of all fees due to Ontogeny under its letter of engagement dated 5 May, 2021 (“EL”) executed between
Ontogeny and International Media Acquisition Corp., its affiliates, successors and assigns (the “IMAC”), that Ontogeny
will continue to provide management consultancy and corporate services together with support for evaluation of targets towards completing
a business combination including to support and assist the management of IMAC for the proxy to be filed with SEC, conducting the shareholder
meetings, organize the vote and to provide all assistance required for the closing of the business combination by IMAC.


 


In
consideration of and for the provision of services from the time of the completion of IPO of IMAC till the end of the business combination
by IMAC, IMAC undertakes that an amount of US$ 2,875,000.00 (United States Dollars Two million eight hundred and seventy
five thousand) shall be payable by IMAC to Ontogeny as management consultancy and corporate advisory services fee only upon completion
of the business combination, payable within seven (7) working days of the completion of the business combination by IMAC. For the
said purpose, Mr. Shibasish Sarkar for and on behalf of IMAC are executing this supplemental engagement letter, to be read along
with the Engagement Letter dated May 5, 2021.


 


 





 



 


ONTOGENY CAPITAL L T D
| AL SAHAA OFFICES, BURJ KHALIFA, OFFICE NUMBER 530-4, DUBAI, PO BOX 888274, UNITED ARAB EMIRATES


 






     


     


    

 


 


 


Private and Confidential


 


Further, the undersigned also confirms and undertakes that Ontogeny
is ready and willing to provide all documents, execute all necessary agreements, deeds, affirmations or declarations for the purposes
of consummating or completing the said transaction. All other terms in the EL shall continue to be binding and in force save and except
to the extent amended under this letter.


 


Please confirm that the foregoing is in accordance with your understanding
by signing and returning to us one copy of this enclosed duplicate of this agreement.


 


Very truly yours,


	ONTOGENY CAPITAL L T D	 
	 	 	 
	By:	/s/ Rajbikram Singh Nayar	 
	 	Rajbikram Singh Nayar	 
	 	Managing Director	 
	 	 	 
	Agreed to and accepted this 5th day of May, 2021	 
	 	 	 
	International Media Acquisition Corp. (IMAC)	 
	 	 	 
	By:	/s/ Shibasish Sarkar	 
	 	Shibasish Sarkar	 
	 	Chief Executive Officer	 





 





 



 


ONTOGENY CAPITAL L T D
| AL SAHAA OFFICES, BURJ KHALIFA, OFFICE NUMBER 530-4, DUBAI, PO BOX 888274, UNITED ARAB EMIRATES