IMAQ 8-K
International Media Acquisition Corp. (IMAQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | ||||
| None | ||||
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| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Amendments to Promissory Notes
As previously disclosed, IMAQ issued four unsecured promissory notes to Content Creation Media LLC (“Sponsor”), dated as of January 14, 2022, and as amended on March 29, 2022 (the “January 2022 Note”), dated as of August 10, 2022 (the “August 2022 Note”), November 18, 2022 (the “November 2022 Note”), and February 14, 2023 (the “February 2023 Note”, together with January 2022 Note, August 2022 Note and November 2022 Note, the “Prior Notes”).
On March 11, 2025, IMAQ entered into four amendments to the Prior Notes, the amendment to January 2022 Note (the “Amended January 2022 Note”), the amendment to August 2022 Note (the “Amended August 2022 Note”), the amendment to November 2022 Note (the “Amended November 2022 Note”), and the amendment to February 2023 Note (the “Amended February 2023 Note”, together with the Amended January 2022 Note, the Amended August 2022 Note and the Amended November 2022 Note, the “Amendments to the Promissory Notes”) with the Sponsor. Pursuant to the Amendments to the Promissory Notes, the Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common Stock pursuant to the Amended January 2022 Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note, respectively, which equals to an aggregate of 206,656 Shares of Common Stock after the date on which IMAQ consummates a Business Combination as final and full settlement of all outstanding amounts owed under the Prior Notes issued to the Sponsor by IMAQ, which shall be subject to a 12-month lock-up as described in the Lock-Up Agreement filed with this Current Report on Form 8-K as Exhibit 10.5.
The foregoing description of the Amendments to the Promissory Notes is qualified in its entirety by reference to the full text of the Amendments to the Promissory Notes, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and are incorporated herein by reference.
Lock-Up Agreements
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on November 16, 2023, IMAQ entered into a Securities Purchase Agreement on November 10, 2023 and as amended January 31, 2024 (the “SPA”), with JC Unify Capital (Holdings) Limited (“Buyer”), the Sponsor, and Shibasish Sarkar (the “Seller”, together with the Sponsor, the “Sellers”).
In connection with the closing of the SPA, the Company entered into lock-up agreements with the Sponsor and Ontogeny Capital LTD. (“Ontogeny”, and together with the Sponsor, the “Locked-up Parties”), respectively, pursuant to which the Locked-up Parties agree, subject to certain customary exceptions, not to transfer, offer, sell, contract to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ received or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any shares of common stock of IMAQ, or any securities convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case, held by, or beneficially owned by, the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month after the closing of the Business Combination (the “Lock-Up Agreements”).
The foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to the full text of the Lock-Up Agreements, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.5 and Exhibit 10.6, respectively, and is incorporated herein by reference.
Joinder Agreement
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 2, 2021, the Company entered into a Stock Escrow Agreement on July 28, 2021 (the “Stock Escrow Agreement”), with Continental Stock Transfer & Trust Company (the “Escrow Agent”) and the Initial Stockholders (as defined in the Stock Escrow Agreement) of the Company.
On March 11, 2025, the Buyer entered into a joinder agreement (the “Joinder Agreement”) with IMAQ and the Escrow Agent, pursuant to which the Buyer agreed to be deemed a party to the Stock Escrow Agreement, to be bound by, and to comply with the Stock Escrow Agreement as an Initial Stockholder in the same manner as if it was an original signatory to the Stock Escrow Agreement.
The foregoing description of the Joinder Agreement is qualified in its entirety by reference to the full text of the Joinder Agreement, a copy of which are filed with this Current Report on Form 8-K as Exhibit 10.7, and is incorporated herein by reference.
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Item 1.02 Termination of Material Definitive Agreement.
Termination of Indemnity Agreements
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 2, 2021, IMAQ entered into Indemnity Agreements with each of David M. Taghioff, Deepak Nayar, Gregory R. Silverman, Paul F. Pelosi, Jr., Sanjay Wadhwa, Shibasish Sarkar, Suresh Ramamurthi and Vishwas Joshi (the “Previous D&Os”).
Pursuant to Section 1.05(b) of the SPA, wherein the Seller must deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi as a buyer closing condition, the Company has entered into termination agreements with each of Shibasish Sarkar and Vishwas Joshi dated as of March 11, 2025 (the “Termination of Indemnity Agreements”).
The foregoing description of the Termination of Indemnity Agreements is qualified in its entirety by reference to the full text of the Termination of Indemnity Agreements, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.8 and Exhibit 10.9, respectively, and are incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Shibasish Sarkar
On March 11, 2025, Mr. Shibasish Sarkar notified International Media Acquisition Corp. (the “Company”) of his decision to resign as the Chief Executive Officer and as Class I director of the Company’s board of directors (the “Board”) effective immediately. Mr. Sarkar’s resignation was not the result of any disagreement with the Company or the Board. Mr. Sarkar was the Chairman of the Board and the principal accounting and financial officer.
Appointment of Yu-Fang Chiu
On March 11, 2025, the Board appointed Ms. Yu-Fang Chiu to serve as Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, to serve until the Company’s annual meeting to be held in 2028 and until her successor is duly elected and qualified or until her earlier death, resignation or removal.
Yu-Fang Chiu has served as our Chief Executive Officer, Chief Financial Officer and Chairperson since March 11, 2025. Since 2022, Ms. Chiu served as President of Joint Consulting CO., LTD, where she is responsible for overseeing operations and fostering partnerships with companies. Since 2020, Ms. Chiu served as Director of Insun Enterprise Co., where she is responsible for the sales and marketing of the company. From 2007 to 2016, Ms. Chiu served as a Senior Sales Manager at Prudential Life Insurance Company of Taiwan Inc. From 2003 to 2007, Ms. Chiu served as Senior Manager at Dotcom Technology Co., LTD. From 1996 to 2002, Ms. Chiu served as Team Leader of Deloitte Touche Tohmatsu Limited. Ms. Chiu obtained her Bachelor of Business in Accounting from Tamkang University in 1996.
Ms. Chiu has no family relationships with any of the executive officers or directors of the Company. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Ms. Chiu had, or will have, a direct or indirect material interest.
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Item 8.01. Other Events
On March 12, 2025, the Company made a deposit of $2,000 (the “Extension Payment”) to the trust account to extend the period of time the Company has to consummate an initial business combination from March 2, 2025 to April 2, 2025.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 14, 2025 | ||
| INTERNATIONAL MEDIA ACQUISITION CORP. | ||
| By: | /s/ Yu-Fang Chiu | |
| Name: | Yu-Fang Chiu | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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Exhibit 10.1
THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: $750,000 | Dated as of March 11, 2025 |
This Amended and Restated Promissory Note (the “Amended and Restated Note”) by and between Content Creation Media LLC (the “Payee”) and International Media Acquisition Corp., a Delaware corporation (the “Maker”), amends and restates in its entirety and supersedes that certain Promissory Note by and between the Payee and the Maker dated as of January 14, 2022, and as amended on March 29, 2022.
The Payee hereby promises to loan to the Maker, an aggregate amount of up to Seven Hundred and Fifty Thousand Dollars ($750,000) in three installments of (i) up to One Hundred and Ninety- Five Thousand Dollars ($195,000) prior to February 28, 2022, (ii) up to Three Hundred and Fifty- Five Thousand Dollars ($355,000) no later than April 30, 2022, and (iii) up to Two Hundred Thousand Dollars ($200,000) no later than June 30, 2022, upon the request by the Maker at the Maker’s discretion. Maker promises to settle the principal sum of Seven Hundred and Fifty Thousand Dollars ($750,000) solely through the issuance of shares of Common Stock, on the terms and conditions described below. There shall be no cash payment of principal or interest under this Amended and Restated Note.
| 1. | Principal. The principal balance of this Amended and Restated Note shall be payable promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus dated July 28, 2021 (the “Prospectus”)). Settlement shall be made solely through the issuance of Conversion Securities as described in Section 3. |
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Amended and Restated Note. |
| 3. | Conversion. In full and final settlement of all outstanding Principal under this Amended and Restated Note, the Payee has agreed to receive 75,000 shares of Common Stock of the Maker (the “Conversion Securities”). The issuance of the Conversion Securities is the sole method of satisfying the Maker’s obligations under this Note. |
| (a) | Effect of Conversion. This Note shall be deemed to be deemed settled and terminated upon the issuance of the Conversion Securities after the date on which the Marker consummates a Business Combination. |
| 4. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Issue Conversion Securities. Failure by Maker to issue Conversion Securities pursuant to Section 3 hereof following the consummation of a Business Combination. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 5. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to Maker, demand the immediate issuance of Conversion Securities. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the Maker shall immediately issue the Conversion Securities to the Payee. |
| 6. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Amended and Restated Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Amended and Restated Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Amended and Restated Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
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| 7. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Amended and Restated Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Amended and Restated Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 8. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
International Media Acquisition Corp.
1604 US Highway 130
N Brunswick, NJ 08902
If to Payee:
Content Creation Media LLC
1604 US Highway 130
N Brunswick, NJ 08902
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 9. | Construction. THIS AMENDED AND RESTATED NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 10. | Jurisdiction. The courts of the State of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
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| 11. | Severability. Any provision contained in this Amended and Restated Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
| 12. | Trust Waiver. The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business Combination, this Amended and Restated Note shall be extinguished, and Maker shall have no further obligation to Payee hereunder. |
| 13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. |
| 14. | Assignment. No assignment or transfer of this Amended and Restated Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 15. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Amended and Restated Note. |
| 16. | Lock-up. The Conversion Securities are subject to the Lockup Agreement dated March 11, 2025 by and among (i) Maker and (ii) Payee. |
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Amended and Restated Note to be duly executed on the day and year first above written.
INTERNATIONAL MEDIA ACQUISITION CORP.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer |
Accepted and Agreed:
CONTENT CREATION MEDIA LLC.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Manager |
[Signature Page to Amended and Restated Promissory Note]
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Exhibit 10.2
THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: $895,000 | Dated as of March 11, 2025 |
This Amended and Restated Promissory Note (the “Amended and Restated Note”) by and between Content Creation Media LLC (the “Payee”) and International Media Acquisition Corp., a Delaware corporation (the “Maker”), amends and restates in its entirety and supersedes that certain Promissory Note by and between the Payee and the Maker dated as of August 10, 2022.
The Payee hereby promises to loan to the Maker, an aggregate amount of up to Eight Hundred Ninety-Five Thousand Dollars ($895,000) in three installments of (i) up to One Hundred Ninety-Five Thousand Dollars ($195,000) no later than July 31, 2022, (ii) up to Five Hundred Thousand Dollars ($500,000) no later than October 31, 2022, and (iii) up to Two Hundred Thousand Dollars ($200,000) no later than January 31, 2023, upon the request by the Maker at the Maker’s discretion. Maker promises to settle the principal sum of Eight Hundred Ninety-Five Thousand Dollars ($895,000) solely through the issuance of shares of Common Stock, on the terms and conditions described below. There shall be no cash payment of principal or interest under this Amended and Restated Note.
| 1. | Principal. The principal balance of this Amended and Restated Note shall be payable promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus dated July 28, 2021 (the “Prospectus”)). Settlement shall be made solely through the issuance of Conversion Securities as described in Section 3. |
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Amended and Restated Note. |
| 3. | Conversion. In full and final settlement of all outstanding Principal under this Amended and Restated Note, the Payee has agreed to receive 89,500 shares of Common Stock of the Maker (the “Conversion Securities”). The issuance of the Conversion Securities is the sole method of satisfying the Maker’s obligations under this Note. |
| (a) | Effect of Conversion. This Note shall be deemed to be deemed settled and terminated upon the issuance of the Conversion Securities after the date on which the Marker consummates a Business Combination. |
| 4. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Issue Conversion Securities. Failure by Maker to issue Conversion Securities pursuant to Section 3 hereof following the consummation of a Business Combination. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 5. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to Maker, demand the immediate issuance of Conversion Securities. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the Maker shall immediately issue the Conversion Securities to the Payee. |
| 6. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Amended and Restated Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Amended and Restated Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Amended and Restated Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
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| 7. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Amended and Restated Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Amended and Restated Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 8. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
International Media Acquisition Corp.
1604 US Highway 130
N Brunswick, NJ 08902
If to Payee:
Content Creation Media LLC
1604 US Highway 130
N Brunswick, NJ 08902
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 9. | Construction. THIS AMENDED AND RESTATED NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 10. | Jurisdiction. The courts of the State of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
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| 11. | Severability. Any provision contained in this Amended and Restated Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
| 12. | Trust Waiver. The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business Combination, this Amended and Restated Note shall be extinguished, and Maker shall have no further obligation to Payee hereunder. |
| 13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. |
| 14. | Assignment. No assignment or transfer of this Amended and Restated Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 15. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Amended and Restated Note. |
| 16. | Lock-up. The Conversion Securities are subject to the Lockup Agreement dated March 11, 2025 by and among (i) Maker and (ii) Payee. |
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Amended and Restated Note to be duly executed on the day and year first above written.
INTERNATIONAL MEDIA ACQUISITION CORP.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer |
Accepted and Agreed:
CONTENT CREATION MEDIA LLC.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Manager |
[Signature Page to Amended and Restated Promissory Note]
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Exhibit 10.3
THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: $300,000 | Dated as of March 11, 2025 |
This Amended and Restated Promissory Note (the “Amended and Restated Note”) by and between Content Creation Media LLC (the “Payee”) and International Media Acquisition Corp., a Delaware corporation (the “Maker”), amends and restates in its entirety and supersedes that certain Promissory Note by and between the Payee and the Maker dated as of November 18, 2022.
The Payee hereby promises to loan to the Maker, an aggregate amount of up to Three Hundred Thousand Dollars ($300,000) no later than December 31, 2022, upon the request by the Maker at the Maker’s discretion. Maker promises to settle the principal sum of Three Hundred Thousand Dollars ($300,000) solely through the issuance of shares of Common Stock, on the terms and conditions described below. There shall be no cash payment of principal or interest under this Amended and Restated Note.
| 1. | Principal. The principal balance of this Amended and Restated Note shall be payable promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus dated July 28, 2021 (the “Prospectus”)). Settlement shall be made solely through the issuance of Conversion Securities as described in Section 3. |
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Amended and Restated Note. |
| 3. | Conversion. In full and final settlement of all outstanding Principal under this Amended and Restated Note, the Payee has agreed to receive 30,000 shares of Common Stock of the Maker (the “Conversion Securities”). The issuance of the Conversion Securities is the sole method of satisfying the Maker’s obligations under this Note. |
| (a) | Effect of Conversion. This Note shall be deemed to be deemed settled and terminated upon the issuance of the Conversion Securities after the date on which the Marker consummates a Business Combination. |
| 4. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Issue Conversion Securities. Failure by Maker to issue Conversion Securities pursuant to Section 3 hereof following the consummation of a Business Combination. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 5. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to Maker, demand the immediate issuance of Conversion Securities. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the Maker shall immediately issue the Conversion Securities to the Payee. |
| 6. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Amended and Restated Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Amended and Restated Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Amended and Restated Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
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| 7. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Amended and Restated Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Amended and Restated Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 8. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
International Media Acquisition Corp.
1604 US Highway 130
N Brunswick, NJ 08902
If to Payee:
Content Creation Media LLC
1604 US Highway 130
N Brunswick, NJ 08902
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 9. | Construction. THIS AMENDED AND RESTATED NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 10. | Jurisdiction. The courts of the State of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
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| 11. | Severability. Any provision contained in this Amended and Restated Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
| 12. | Trust Waiver. The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business Combination, this Amended and Restated Note shall be extinguished, and Maker shall have no further obligation to Payee hereunder. |
| 13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. |
| 14. | Assignment. No assignment or transfer of this Amended and Restated Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 15. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Amended and Restated Note. |
| 16. | Lock-up. The Conversion Securities are subject to the Lockup Agreement dated March 11, 2025 by and among (i) Maker and (ii) Payee. |
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Amended and Restated Note to be duly executed on the day and year first above written.
INTERNATIONAL MEDIA ACQUISITION CORP.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer |
Accepted and Agreed:
CONTENT CREATION MEDIA LLC.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Manager |
[Signature Page to Amended and Restated Promissory Note]
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Exhibit 10.4
THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED PROMISSORY NOTE
| Principal Amount: $500,000 | Dated as of March 11, 2025 |
This Amended and Restated Promissory Note (the “Amended and Restated Note”) by and between Content Creation Media LLC (the “Payee”) and International Media Acquisition Corp., a Delaware corporation (the “Maker”), amends and restates in its entirety and supersedes that certain Promissory Note by and between the Payee and the Maker dated as of February 14, 2023.
The Payee hereby promises to loan to the Maker, an aggregate amount of up to Five Hundred Thousand Dollars ($500,000) in four installments of (i) up to One Hundred Fifty Thousand Dollars ($150,000) no later than February 28, 2023, (ii) up to Two Hundred Thousand Dollars ($200,000) no later than March 31, 2023, (iii) up to Fifty Thousand Dollars ($50,000) no later than April 30, 2023, and (iv) up to One Hundred Thousand Dollars ($100,000) no later than July 31, 2023, upon the request by the Maker at the Maker’s discretion. Maker promises to settle the principal sum of Five Hundred Thousand Dollars ($500,000) solely through the issuance of shares of Common Stock, on the terms and conditions described below. There shall be no cash payment of principal or interest under this Amended and Restated Note.
| 1. | Principal. The principal balance of this Amended and Restated Note shall be payable promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described in the Maker’s initial public offering prospectus dated July 28, 2021 (the “Prospectus”)). Settlement shall be made solely through the issuance of Conversion Securities as described in Section 3. |
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Amended and Restated Note. |
| 3. | Conversion. In full and final settlement of all outstanding Principal under this Amended and Restated Note, the Payee has agreed to receive 12,156 shares of Common Stock of the Maker (the “Conversion Securities”). The issuance of the Conversion Securities is the sole method of satisfying the Maker’s obligations under this Note. |
| (a) | Effect of Conversion. This Note shall be deemed to be deemed settled and terminated upon the issuance of the Conversion Securities after the date on which the Marker consummates a Business Combination. |
| 4. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Issue Conversion Securities. Failure by Maker to issue Conversion Securities pursuant to Section 3 hereof following the consummation of a Business Combination. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
| 5. | Remedies. |
| (a) | Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to Maker, demand the immediate issuance of Conversion Securities. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the Maker shall immediately issue the Conversion Securities to the Payee. |
| 6. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Amended and Restated Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Amended and Restated Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Amended and Restated Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
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| 7. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Amended and Restated Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Amended and Restated Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 8. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section: |
If to Maker:
International Media Acquisition Corp.
1604 US Highway 130
N Brunswick, NJ 08902
If to Payee:
Content Creation Media LLC
1604 US Highway 130
N Brunswick, NJ 08902
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
| 9. | Construction. THIS AMENDED AND RESTATED NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 10. | Jurisdiction. The courts of the State of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
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| 11. | Severability. Any provision contained in this Amended and Restated Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
| 12. | Trust Waiver. The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business Combination, this Amended and Restated Note shall be extinguished, and Maker shall have no further obligation to Payee hereunder. |
| 13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. |
| 14. | Assignment. No assignment or transfer of this Amended and Restated Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. |
| 15. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Amended and Restated Note. |
| 16. | Lock-up. The Conversion Securities are subject to the Lockup Agreement dated March 11, 2025 by and among (i) Maker and (ii) Payee. |
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Amended and Restated Note to be duly executed on the day and year first above written.
INTERNATIONAL MEDIA ACQUISITION CORP.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer |
Accepted and Agreed:
CONTENT CREATION MEDIA LLC.
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Manager |
[Signature Page to Amended and Restated Promissory Note]
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Exhibit 10.5
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of March 11, 2025 by and among (i) International Media Acquisition Corp. (including any successor entity thereto, the “Company”), and (ii) Content Creation Media LLC (“Restricted Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Securities Purchase Agreement.
WHEREAS, on November 10, 2023, the Company entered into a securities purchase agreement (as amended on January 31, 2024, and as may be amended from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”), by and among the Company, the Restricted Holder, JC Unify Capital (Holdings) Limited (the "Buyer"), and Shibasish Sarkar (“Seller”, together with the Sponsor the “Sellers”), pursuant to which, the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents approximately 76% of the total Company Securities owned by the Sponsor for an aggregate purchase price of $1.00;
WHEREAS, pursuant to the Securities Purchase Agreement, the Buyer shall take action to issue 206,656 Shares of Common Stock at the closing of the Business Combination (the “Closing”) to settle approximately $2.1 million of working capital notes issued to the Restricted Holder by the Company, which shall be subject to a 12-month lock-up (the “Restricted Shares”); and
WHEREAS, pursuant to the Securities Purchase Agreement, and in view of the valuable consideration to be received by the Restricted Holder thereunder, the Company and the Restricted Holder desire to enter into this Agreement, pursuant to which the Restricted Shares shall become subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
| 1. | Lock-Up Provisions. |
| a) | The Restricted Holder hereby agrees not to, during the period commencing from the Closing and ending on (x) the 12-month anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Shares, (ii) engage or enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Shares owned by the Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession, or (B) to any Affiliate, shareholder, member, partner or trust beneficiary, as the case may be, of such Restricted Holder; provided, however, that in any of cases (A) or (B) it shall be a condition to such transfer that the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Restricted Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Restricted Shares except in accordance with this Agreement. The Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto and any Restricted Shares transferred during the Lock-Up Period shall remain subject to the restrictions set forth herein for the duration of the Lock-Up Period provided the Company consents to such transfer, which consent shall not be unreasonably withheld. |
| b) | If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Restricted Shares as one of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect to the Restricted Shares of the Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period. |
| c) | The Restricted Holder hereby represent and warrant that the Restricted Holder has full power and authority to enter into this Lockup Agreement. The Restricted Holder acknowledges and agrees that the Company and the Buyer have not provided any recommendation or investment advice nor have the Restricted Holder has consulted his, her or its own legal, accounting, financial, regulatory and tax advisors to the extend deemed appropriate. All authority conferred or agreed to be conferred and any obligations of the Restricted Holder under this Lockup Agreement will be binding upon the successors, assigns, heirs or personal representatives of the Restricted Holder. |
| d) | During the Lock-Up Period, each certificate evidencing any Restricted Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: |
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MARCH 11, 2025 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CONTENT CREATION MEDIA LLC, AS MAY BE AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
| 2. | Miscellaneous. |
| a) | Termination of Securities Purchase Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Securities Purchase Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall remain in effect. |
| b) | Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of the Restricted Holder is personal to such Restricted Holder and may not be transferred or delegated by such Restricted Holder at any time. The Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of the Restricted Holder. |
| c) | Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto or a successor or permitted assign of such a party. |
| d) | Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such courts may be taken) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law. |
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| e) | WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e). |
| f) | Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. |
| g) | Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand (with written confirmation of receipt) (ii) in person, (iii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iv) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (v) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient (vi) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses: |
| If to the Company, to | With copies to (which shall not constitute notice): | |
| International Media Acquisition Corp. | Loeb & Loeb LLP | |
| 1604 US Highway 130 | 345 Park Avenue, | |
| North Brunswick, NJ 08902 | New York, NY 10154 | |
| Telephone No.: (212) 960-3677 | Attention: Giovanni Caruso and Joan Guilfoyle | |
| Email: [email protected] and [email protected] | ||
| If to any Restricted Holder, to the address of such Restricted Holder as set forth under the name of such Restricted Holder on the signature pages hereto. | ||
| h) | Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Restricted Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. |
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| i) | Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. |
| j) | Specific Performance. The Restricted Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by the Restricted Holder money damages may be inadequate and the Company may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Restricted Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by the Restricted Holder and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity. |
| k) | Entire Agreement. Except as described and contemplated in the Securities Purchase Agreement, this Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Securities Purchase Agreement or any ancillary document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Restricted Holder under any other agreement between the Restricted Holder and the Company or any certificate or instrument executed by the Restricted Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Restricted Holder under this Agreement. |
| l) | Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
| For and on behalf of | ||
| International Media Acquisition Corp. | ||
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer | |
| For and on behalf of | ||
| Content Creation Media LLC | ||
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Manager | |
| Address: | 3411 Silverside Road Tatnall Building #104, in the City of Wilmington, County of New Castle, State of Delaware 19810 | |
[Signature Page to Lock-Up Agreement]
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Exhibit 10.6
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of March 13, 2025 by and among (i) International Media Acquisition Corp. (including any successor entity thereto, the “Company”), and (ii) the person listed on the signature page hereto (the “Restricted Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Securities Purchase Agreement.
WHEREAS, on November 10, 2023, the Company entered into a securities purchase agreement (as amended on January 31, 2024, and as may be amended from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”), by and among the Company, JC Unify Capital (Holdings) Limited (the "Buyer"), Content Creation Media LLC (“Sponsor”), and Shibasish Sarkar (“Seller”, together with the Sponsor the “Sellers”), pursuant to which, the Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company, which represents approximately 76% of the total Company Securities owned by the Sponsor for an aggregate purchase price of $1.00;
WHEREAS, pursuant to the Securities Purchase Agreement, the Buyer shall take action to issue 86,250 Shares of Common Stock at the closing of the Business Combination (the “Closing”) to the Restricted Holder, which shall be subject to a 12-month lock-up (the “Restricted Shares”); and
WHEREAS, pursuant to the Securities Purchase Agreement, and in view of the valuable consideration to be received by the Restricted Holder thereunder, the Company and the Restricted Holder desires to enter into this Agreement, pursuant to which the Restricted Shares shall become subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
| 1. | Lock-Up Provisions. |
| a) | The Restricted Holder hereby agrees not to, during the period commencing from the consummation of the transactions contemplated by the Closing and ending on (x) the 12-month anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Shares, (ii) engage or enter into any hedging, swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Shares, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of shares of common stock of the Company or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Shares owned by the Restricted Holder, either during his/her lifetime or on death, (A) by gift, will or intestate succession, or (B) to any Affiliate, shareholder, member, partner or trust beneficiary, as the case may be, of the Restricted Holder; provided, however, that in any of cases (A) or (B) it shall be a condition to such transfer that the transferee executes and delivers to the Company an agreement stating that the transferee is receiving and holding the Restricted Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Restricted Shares except in accordance with this Agreement. The Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Company that are consistent the foregoing or that are necessary to give further effect thereto and any Restricted Shares transferred during the Lock-Up Period shall remain subject to the restrictions set forth herein for the duration of the Lock-Up Period provided the Company consents to such transfer, which consent shall not be unreasonably withheld. |
| b) | If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Restricted Shares as one of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect to the Restricted Shares of the Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period. |
| c) | The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to enter into this Lockup Agreement. The Restricted Holder acknowledges and agrees that the Company and the Buyer have not provided any recommendation or investment advice and the Restricted Holder has consulted his, her or its own legal, accounting, financial, regulatory and tax advisors to the extend deemed appropriate. All authority conferred or agreed to be conferred and any obligations of the Restricted Holder under this Lockup Agreement will be binding upon the successors, assigns, heirs or personal representatives of the Restricted Holder. |
| d) | During the Lock-Up Period, each certificate evidencing any Restricted Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: |
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF MARCH 13, 2025 BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SHAREHOLDERS, AND AS MAY BE AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
| 2. | Miscellaneous. |
| a) | Termination of Securities Purchase Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Securities Purchase Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall remain in effect. |
| b) | Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of the Restricted Holder are personal to the Restricted Holder and may not be transferred or delegated by the Restricted Holder at any time. The Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of the Restricted Holder. |
| c) | Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party hereto or thereto or a successor or permitted assign of such a party. |
| d) | Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such courts may be taken) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law. |
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| e) | WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e). |
| f) | Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. |
| g) | Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand (with written confirmation of receipt) (ii) in person, (iii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iv) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (v) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient (vi) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses: |
| If to the Company, to | With copies to (which shall not constitute notice): | |
| International Media Acquisition Corp. | Loeb & Loeb LLP | |
| 1604 US Highway 130 | 345 Park Avenue, | |
| North Brunswick, NJ 08902 | New York, NY 10154 | |
| Telephone No.: (212) 960-3677 | Attention: Giovanni Caruso and Joan Guilfoyle | |
| Email: [email protected] and [email protected] | ||
| If to the Restricted Holder, to the address of the Restricted Holder as set forth under the name of the Restricted Holder on the signature pages hereto. | ||
| h) | Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Restricted Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. |
| i) | Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. |
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| j) | Specific Performance. Each Restricted Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by any Restricted Holder, money damages may be inadequate and the Company may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by a Restricted Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by any Restricted Holder and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity. |
| k) | Entire Agreement. Except as described and contemplated in the Securities Purchase Agreement, this Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Securities Purchase Agreement or any ancillary document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Restricted Holder under any other agreement between the Restricted Holder and the Company or any certificate or instrument executed by the Restricted Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Restricted Holder under this Agreement. |
| l) | Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
| For and on behalf of | ||
| International Media Acquisition Corp. | ||
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer | |
| For and on behalf of | ||
| ONTOGENY CAPITAL LTD. | ||
| By: | /s/ Rajbikram Singh Nayar | |
| Name: | RAJBIKRAM SINGH NAYAR | |
| Title: | MANAGING DIRECTOR | |
| Address: | F1-428 Investment 4 Dubai Invrstment Park, DUBAI, UAE | |
[Signature Page to Lock-Up Agreement]
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Exhibit 10.7
JOINDER AGREEMENT
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by JC UNIFY CAPITAL (HOLDINGS) LIMITED (the “Buyer”) in accordance with Section 4.3 of that certain Stock Escrow Agreement, dated as of July 28, 2021 (the “Escrow Agreement”) by and among INTERNATIONAL MEDIA ACQUISITION CORP., a Delaware corporation (the “Company”), the initial stockholders listed on the signature page thereto (the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Escrow Agreement.
WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement, dated as of November 10, 2023 and as amended on January 31, 2024 and as may be further amended from time to time, by and among Buyer, Content Creation Media LLC, a Delaware limited liability company (the “Sponsor”) and Shibasish Sarkar, (“Seller”, together with the Sponsor, the “Sellers”) Buyer has acquired from Sponsor an aggregate of 4,125,000 Founder Shares and 657,675 Private Placement Units and
WHEREAS, pursuant to the terms of the Escrow Agreement, no transfers may be made unless the transferee agrees to be bound by the terms of the Escrow Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Joinder. Buyer hereby acknowledges, agrees and confirms that, by the execution of this Joinder Agreement, Buyer shall be deemed to be a party to, and an “Initial Stockholder”) under, the Escrow Agreement as of the date hereof and shall be entitled to all of the rights, benefits, privileges, terms, conditions and covenants of the Escrow Agreement in the same manner as if Buyer was original signatories to the Escrow Agreement. Buyer hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions, and conditions, representations and warranties contained in the Escrow Agreement.
March 11, 2025
| BUYER | ||
| JC UNIFY CAPITAL (HOLDINGS) LIMITED | ||
| By: | /s/ Yu-Fang Chiu | |
| Name: | Yu-Fang Chiu | |
| Title: | Director | |
| TRUSTEE | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/ Ana Gois | |
| Name: | Ana Gois | |
| Title: | Vice President | |
| COMPANY | ||
| INTERNATIONAL MEDIA ACQUISITION CORP. | ||
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer | |
Exhibit 10.8
TERMINATION AGREEMENT
This TERMINATION AGREEMENT, dated as of March 11, 2025 (this “Agreement”), by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Vishwas Joshi (“Indemnitee”, together with Company, the “Parties”).
WHEREAS, the parties hereto are parties to the Indemnity Agreement dated as of July 28, 2021 (the “Indemnity Agreement”);
WHEREAS the parties hereto have mutually agreed to terminate the Indemnity Agreement, in each case pursuant to the terms thereof and this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Indemnitee and the Company hereby agree as follows (all capitalized terms not defined herein shall have the meanings specified in the Indemnity Agreement):
1. Termination. The parties hereby agree to terminate the Indemnity Agreement pursuant to Section 17 thereof. Effective as of the date hereof (the “Termination Date”), the Indemnity Agreement shall terminate and be of no further force and effect. Notwithstanding any provision of the Indemnity Agreement to the contrary, neither party shall have any further obligations thereunder or with respect thereto, except as specifically set forth herein.
2. The Indemnitee expressly waives any and all rights and privileges conferred upon him under the Indemnification Agreement, as well as any similar agreements or provisions providing for similar rights, whether contained in the certificate of incorporation, DCGL, or any other applicable agreement or document. Furthermore, the Officer acknowledges that the Company is released from any and all obligations that the Company may have had under the Indemnification Agreement, the certificate of incorporation, or DCGL pertaining to the indemnification of the Officer. This clause shall be effective upon execution by both parties and shall supersede any conflicting provisions in any prior agreements or understandings between the officer and the Company.
3. Effect of Termination. Effective as of the Termination Date, neither the Indemnitee on the one hand, nor the Company (or its Affiliates or its directors, officers, employees, agents or other representatives), on the other hand, shall have any liability or obligation to each other under the Indemnity Agreement.
4. Releases. Effective as of the Termination Date, each of the parties hereto, on its own behalf and on behalf of its principals, agents, Affiliates, successors, assigns, heirs, representatives, and attorneys, hereby irrevocably, fully and unconditionally releases and forever discharges the other party and each of its past or present directors, officers, employees, attorneys, principals, agents, Affiliates, successors, assigns, heirs, representatives, and insurers, from and against any and all present and future claims, counterclaims, demands, actions, suits, causes of action, damages, controversies and liabilities, including, without limitation, any costs, expenses, bills, penalties or attorneys’ fees, whether known or unknown, contingent or absolute, foreseen or unforeseen, and whether in law, equity or otherwise, that could have been asserted in any court or forum and relating in any way to any conduct, occurrence, activity, expenditure, promise or negotiation arising from or relating to the Indemnity Agreement including the performance thereof and further payment obligations of any kind in connection therewith.
5. Non-disparagement; Public Announcement. The Parties agree that they shall not engage in any form of disparagement, whether oral, written, or through any other medium, that may negatively impact the reputation, goodwill, or business interests of the other party, its affiliates, employees, officers, or directors.
6. Understanding. This Agreement is a legally binding document and Indemnitee’s signature will commit Indemnitee to its terms. Indemnitee acknowledges that he/she has carefully read and fully understands all of the provisions of this Agreement and that Indemnitee is voluntarily entering into this Agreement. Indemnitee acknowledges that the covenants and obligations contained in the Confidentiality Agreement, including without limitation confidentiality obligations, shall remain in full force and effect following the execution of this Agreement. Indemnitee acknowledges that as of the Resignation Date, Indemnitee shall no longer be covered as an insured under the D&O Insurance or any other insurance policies of the Company.
7. Waiver of Claims to Trust Account. Notwithstanding anything to the contrary contained herein, Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. For purposes of clarity, Indemnitee acknowledges and agrees that no monies held in the Trust Account may be used to indemnify Indemnitee for any purpose whatsoever.
8. Due Authorization. Each party hereto hereby represents and warrants that the signature to this Agreement has been duly authorized by all necessary corporate action on its part and that the officer executing this Agreement on its behalf has the authority to execute the same and to bind it to the terms and conditions of this Agreement.
9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
11. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
12. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
| (a) | If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. |
| (b) | If to the Company, to: |
International Media Acquisition Corp.
1604 US Highway 130
North Brunswick, NJ 08902
Attn: ___________________
or to any other address as may have been furnished to Indemnitee in writing by the Company
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
| International Media Acquisition Corp | ||
| /s/ Shibasish Sarkar | ||
| Name: | Shibasish Sarkar | |
| Title: | CEO | |
| Indemnitee | ||
| /s/ Vishwas Joshi | ||
| Name: | Vishwas Joshi | |
| Address: | ||
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Exhibit 10.9
TERMINATION AGREEMENT
This TERMINATION AGREEMENT, dated as of March 11, 2025 (this “Agreement”), by and between International Media Acquisition Corp., a Delaware corporation (the “Company”), and Shibasish Sarkar (“Indemnitee”, together with Company, the “Parties”).
WHEREAS, the parties hereto are parties to the Indemnity Agreement dated as of July 28, 2021 (the “Indemnity Agreement”);
WHEREAS the parties hereto have mutually agreed to terminate the Indemnity Agreement, in each case pursuant to the terms thereof and this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Indemnitee and the Company hereby agree as follows (all capitalized terms not defined herein shall have the meanings specified in the Indemnity Agreement):
1. Termination. The parties hereby agree to terminate the Indemnity Agreement pursuant to Section 17 thereof. Effective as of the date hereof (the “Termination Date”), the Indemnity Agreement shall terminate and be of no further force and effect. Notwithstanding any provision of the Indemnity Agreement to the contrary, neither party shall have any further obligations thereunder or with respect thereto, except as specifically set forth herein.
2. The Indemnitee expressly waives any and all rights and privileges conferred upon him under the Indemnification Agreement, as well as any similar agreements or provisions providing for similar rights, whether contained in the certificate of incorporation, DCGL, or any other applicable agreement or document. Furthermore, the Officer acknowledges that the Company is released from any and all obligations that the Company may have had under the Indemnification Agreement, the certificate of incorporation, or DCGL pertaining to the indemnification of the Officer. This clause shall be effective upon execution by both parties and shall supersede any conflicting provisions in any prior agreements or understandings between the officer and the Company.
3. Effect of Termination. Effective as of the Termination Date, neither the Indemnitee on the one hand, nor the Company (or its Affiliates or its directors, officers, employees, agents or other representatives), on the other hand, shall have any liability or obligation to each other under the Indemnity Agreement.
4. Releases. Effective as of the Termination Date, each of the parties hereto, on its own behalf and on behalf of its principals, agents, Affiliates, successors, assigns, heirs, representatives, and attorneys, hereby irrevocably, fully and unconditionally releases and forever discharges the other party and each of its past or present directors, officers, employees, attorneys, principals, agents, Affiliates, successors, assigns, heirs, representatives, and insurers, from and against any and all present and future claims, counterclaims, demands, actions, suits, causes of action, damages, controversies and liabilities, including, without limitation, any costs, expenses, bills, penalties or attorneys’ fees, whether known or unknown, contingent or absolute, foreseen or unforeseen, and whether in law, equity or otherwise, that could have been asserted in any court or forum and relating in any way to any conduct, occurrence, activity, expenditure, promise or negotiation arising from or relating to the Indemnity Agreement including the performance thereof and further payment obligations of any kind in connection therewith.
5. Non-disparagement; Public Announcement. The Parties agree that they shall not engage in any form of disparagement, whether oral, written, or through any other medium, that may negatively impact the reputation, goodwill, or business interests of the other party, its affiliates, employees, officers, or directors.
6. Understanding. This Agreement is a legally binding document and Indemnitee’s signature will commit Indemnitee to its terms. Indemnitee acknowledges that he/she has carefully read and fully understands all of the provisions of this Agreement and that Indemnitee is voluntarily entering into this Agreement. Indemnitee acknowledges that the covenants and obligations contained in the Confidentiality Agreement, including without limitation confidentiality obligations, shall remain in full force and effect following the execution of this Agreement. Indemnitee acknowledges that as of the Resignation Date, Indemnitee shall no longer be covered as an insured under the D&O Insurance or any other insurance policies of the Company.
7. Waiver of Claims to Trust Account. Notwithstanding anything to the contrary contained herein, Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. For purposes of clarity, Indemnitee acknowledges and agrees that no monies held in the Trust Account may be used to indemnify Indemnitee for any purpose whatsoever.
8. Due Authorization. Each party hereto hereby represents and warrants that the signature to this Agreement has been duly authorized by all necessary corporate action on its part and that the officer executing this Agreement on its behalf has the authority to execute the same and to bind it to the terms and conditions of this Agreement.
9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
11. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
12. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
| (a) | If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. |
| (b) | If to the Company, to: |
International Media Acquisition Corp.
1604 US Highway 130
North Brunswick, NJ 08902
Attn: ___________________
or to any other address as may have been furnished to Indemnitee in writing by the Company
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
| International Media Acquisition Corp | ||
| /s/ Shibasish Sarkar | ||
| Name: | Shibasish Sarkar | |
| Title: | CEO | |
| Indemnitee | ||
| /s/ / Shibasish Sarkar | ||
| Name: | Shibasish Sarkar | |
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