International Media Acquisition Corp 8-K, filed Nov 4, 2021
International Media Acquisition Corp. (IMAQ)
About this 8-K
International Media Acquisition Corp filed this 8-K on November 4, 2021, reporting on events of October 29, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
N/A
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
On October 29, 2021, International Media Acquisition Corp. (the “Company”) entered into a letter of engagement and terms of business (the “Letter of Engagement”) with Sterling Media Ltd (“Sterling Media”), pursuant to which the Company engaged Sterling Media to provide strategic media coverage for the Company commencing on October 29, 2021 and ending on June 30, 2022 (the “Term of Engagement Letter”). In consideration for the services Sterling Media provides to the Company, the Company agreed to pay Sterling Media a total fee of £20,000 during the Term of Engagement Letter in accordance with the terms of the Letter of Engagement. An additional mutually agreed financial fee may be awarded to Sterling Media for deals secured by Sterling Media that may result in clearly significant brand enhancement and/or potential future income for the Company.
On October 29, 2021, the Company also entered into a consulting agreement (the “Consulting Agreement”) with Ms. Priyanka Agarwal pursuant to which the Company engaged Ms. Agarwal to provide strategy, management and financial advisory services to the Company, as specified in the Consulting Agreement, commencing on October 29, 2021 and ending on October 28, 2022 (the “Term of Consulting Agreement”). In consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided in the Consulting Agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred at the request of the Company.
The foregoing descriptions of the Letter of Engagement and the Consulting Agreement are not complete and are qualified in their entirety by reference to the full texts of the Letter of Engagement and the Consulting Agreement, copies of which are filed herewith as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Exhibit No. |
Description | |
| 10.1 | Letter of Engagement and Terms of Business, dated October 29, 2021, by and between the registrant and Sterling Media Ltd | |
| 10.2 | Consulting Agreement, dated October 29, 2021, by and between the registrant and Priyanka Agarwal | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: November 4, 2021 | ||
| INTERNATIONAL MEDIA ACQUISITION CORP. | ||
| By: | /s/ Shibasish Sarkar | |
| Name: | Shibasish Sarkar | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Sterling Global Limited Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE t: 020 7801 0077 e: natasha@sterlingmedia.co.uk Registration in England and Wales. Registration No 04403129 0 LETTER OF ENGAGEMENT & TERMS OF BUSINESS UK Public Relations Agreement for International Media Acquisition Company LLC Dated: Oct 29, 2021 Prepared by Sterling House 20-21 Astwood Mews Kensington London, SW7 4DE T: 020 78010077 E: natasha@sterlingglobal.global
1 Letter of Engagement & Terms of Business We have pleasure in setting out the terms of business upon which we propose to provide International Public Relations services for International Media Acquisition Company LLC as described below or from time to time varied in writing by agreement. STERLING MEDIA LTD a company incorporated under the Laws of England and Wales, whose registered office is at Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE, United Kingdom (hereinafter called "Sterling Global", “Agency“, “we“ or “us“), of the one part (together the “Parties“) and International Media Acquisition Company LLC whose registered office is at 1604 US Highway 130, North Brunswick, New Jersey 08902, United States of America (hereinafter called “IMAC“ or “Client“) of the other part (together the “Parties“). 1.0 Our Obligations 1.1 We agree to provide the Services using best techniques and standards and applying the care, skill, diligence and ethical conduct required in accordance with best practice in the industry, profession or trade and in accordance with all applicable laws and regulations. 2.0 Your Obligations 2.1 You agree to pay the Fees for the Services accordance with this Agreement and to offer Sterling all of the agreed value adds as outlined in this agreement. 2.2 Sterling Global to be recognised as your International Communications Partner in online and offline corporate communications collateral. 2.3 Client shall on best effort basis ensure that Sterling Global’s logo, name, and the names of its personnel(s) (as specified from time to time) appear on all documentation and advertising material including but not limited to press pack, press events, credits, on all written or published material, as applicable, either created or printed by the Client or on its behalf. 3.0 Appointment 3.1 This agreement shall commence on 29 Oct 2021 and end on 30th June 2022. 4.0 Scope of Work: 4.1 Sterling Global's scope of work would be to secure strategic media coverage for IMAC pegged to various developments in the organisation and specific announcements. 4.2 Materials & Collateral: All materials supplied to Sterling Global by IMAC for publicity and promotion will be deemed to have been cleared of all and any copyright issues, intellectual or otherwise, and to be accurate. 4.3 Additional Projects 4.3.1 If the scope of a project substantially changes beyond the contracted Services, we reserve the right to bring this to your attention and re-negotiate the cost of the project. 4.3.2 Each individual project undertaken by us on your behalf will be subject to a payment by you to us on account of our organisation / administration costs. These costs are to be agreed between you and ourselves in relation to each individual project and will be payable in advance. These costs will relate to, but are not limited to, our costs in monitoring, planning Sterling Global Limited Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE t: 020 7801 0077 e: natasha@sterlingmedia.co.uk Registration in England and Wales. Registration No 04403129
Sterling Global Limited Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE t: 020 7801 0077 e: natasha@sterlingmedia.co.uk Registration in England and Wales. Registration No 04403129 2 and dealing with the individual project, international campaigns, events and any and all related activities as shall be mutually negotiated and agreed between both Parties. 5.0 Remuneration 5.1 In return for the services Sterling Global provides to the client, the client agrees pay Sterling Global a total fee of £20,000 which shall be paid as follows: i. Signing, on engagement - £10,000 ii. December 2021 - £5000 iii. Closure of business combination, latest by June 2022 if not earlier - £5000 An additional mutually agreed financial fee to be awarded to Sterling Global for deals secured by Sterling Global that may result in clearly significant brand enhancement and/or potential future income for Client. 5.2 Out of Pocket Expenses: Any and all approved out of pocket expenses incurred by us at your request or necessarily incurred (by separate approval) in the performance of our duties will be charged to you. These will include but are not limited to: bulk mail-outs, bulk photocopying, bikes, scans, taxis, UK couriers, parking, multifax, duplicate transparencies, international calls. 5.3 Additional Expenditure: If any additional expenditure is necessary this must be agreed in writing between you and us in advance of the expenditure being incurred. These would include media junkets, off-site events, overseas couriers, entertaining, international couriers, photography, airline tickets, train tickets, local accommodation, per diems, agency time for staff etc. 5.4 Payment Terms: 5.4.1 Terms of payment relating to Additional Projects are to be agreed between the parties in writing before each project is undertaken. 5.4.2 Without prejudice to clause 5.3 above, in the event the Agency incurs any reasonable expenses (not exceeding £500/-) without the Client’s consent solely to protect the Client’s interest or project, the Client agrees to reimburse the Agency for the same without delay and in any event by no later than 7 working days from being informed in writing of the occurrence of such expenses. The Agency shall obtain the Client’s consent for any expenses exceeding £500/-as soon as reasonably possible. 5.4.3 Any change in the service or products as part of the brief to be provided to the client beyond those originally contemplated shall entitle us to review our charges by agreement. 5.4.4 All direct costs to be paid in advance. 5.4.5 Force Majeure: You and we shall be released from our respective obligations in the event of a national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of this agreement impossible whereupon: (i) All money due and to be paid to us shall be paid and (ii) This agreement will terminate and each party shall have no further liability to the other under it 6.0 Termination 6.1 The terms of this contract are fixed and non-refundable to account for the work that has already been implemented.
3 7.0 Confidentiality 7.1 Confidential Information shall be defined as any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of each party or for the time being confidential to that party and trade secrets including, without limitation, technical data and know-how relating to the business of the party or any of their suppliers, clients, customers, agents, distributors, shareholders or management that the other party creates, develops, receives or obtains in connection with this Agreement), whether or not such information (if in anything other than oral form) is marked confidential. 7.2 Each party undertakes that it shall not at any time during the terms of this Agreement, and for a period of 3 years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; 7.3 Either party is permitted to disclose any confidential information to its employees, agents or sub-contractors, who need to know the same and only to the extent required in order to perform our obligations under this Agreement, and not use any Confidential Information for any other project for any other client; and 7.4 No party shall use any other party's Confidential Information for any purpose other than to perform its obligations under this Agreement. 7.5 If Agent makes any copies of the Confidential Information or any abstracts or summaries thereof or references thereto in any other document, Agent will keep a record in each such instance. Upon the Company’s written request, Agent will either destroy or return to the Company all Confidential Information which is in tangible form, including any copies thereof which Agent may have made, and Agent will destroy all abstracts and summaries thereof and destroy or delete all references thereto in her documents, and certify to the Company that Agent has done so. If the Company notifies Agent in writing as to any of the Confidential Information which it does not wish copied, Agent shall so comply and upon the Company’s written request shall certify such compliance to the Company in writing. 8.0 Waiver 8.1 The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it. 9.0 Warranties and Indemnities 9.1 The client agrees to indemnify and hold Sterling Global harmless from and against any and all costs, losses or expenses, including reasonable attorneys’ fees, that Sterling Global may incur by reason of any third-party claim or suit arising out of or in connection with the Client’s gross negligence, intentional misconduct or failure to deliver in relation to this Agreement, or arising out of any act or omission of the Client. 9.2 In the event, any third party makes a claim against the Agency or the Agency is joined in any legal action against the Client or is made a co-defendant for no fault on part of the Agency then the Client will hold the Agency entirely harmless and shall be responsible for costs and expenses incurred by the Agency. 9.3 Sterling Global agrees to indemnify and hold the client harmless from and against any and all costs, losses or expenses, that the client may incur by reason of any third-party claim or suit arising out of or in connection with Sterling Global’s failure to perform the PR activities detailed in this Agreement. 9.4 The Client warrants that the information supplied to the Agency before and during the Term in relation to the event will be accurate and not in any way contrary to English law or any law applicable in any part of the Territory. Sterling Global Limited Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE t: 020 7801 0077 e: natasha@sterlingmedia.co.uk Registration in England and Wales. Registration No 04403129
4 10.0 Non-Competition & Non-Solicitation 10.1 The Client further agrees that throughout the Term and for a period of 3 years after the termination of this Agreement, it will not solicit (directly or indirectly, on his own behalf or on behalf of, or in conjunction with, any firm, company or person) existing customers, contacts of the Agency, or officers and employees of the Agency to leave their employment. Nothing in this clause shall prevent either party from employing former officers or employees of the other party where the officers or employees of the other party respond to general non-directed advertisements. 10.2 In the event the Client breaches its obligation towards Sterling Global as outlined in this agreement, the Client will be liable to pay the Agency by way of liquidated damages calculated as a sum equal to 30% of the last basic annual salary paid to such employee employed by the Client. 11.0 Severance 11.1 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. 12.0 Third Party Rights 12.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement. 13.0 Entire Agreement 13.1 This Agreement and the documents referred to in it (the ’Contractual Documentation’) constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. 13.2 The parties agree that neither of them have been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than terms expressly set out in this Agreement. The only remedy available to the parties for breach of the warranties shall be for breach of contract under the terms of this Agreement and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud. 13.3 No variation of this Agreement or of any of the documents referred to in it shall not be valid unless it is in writing and signed by or on behalf of the Parties. 14.0 Notices 14.1 Any notice, invoice or other communication which either party is required by this Agreement to serve on the other party shall be sufficiently served if sent to the other party at its registered address at clause 1 (or such other address as is notified to the other party in writing) either by hand, by registered or recorded delivery; or by facsimile or other electronic transmission. 14.2 Notices sent by registered post or recorded delivery shall be deemed to be received and served three (3) Working Days following the day of posting. Notices sent by facsimile or other electronic transmission shall be deemed to be served on the day of transmission if transmitted before 4.00 p.m. on a Working Day, but otherwise on the next following Working Day. In all other cases, notices are deemed to be served on the day when they are actually received. Sterling Global Limited Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE t: 020 7801 0077 e: natasha@sterlingmedia.co.uk Registration in England and Wales. Registration No 04403129
5 15.0 Governing Law & Jurisdiction 15.1 This Agreement shall be governed by and construed in accordance with the law of the United States of America. 16.0 Dispute Resolution 16.1 Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its breach, existence, validity or termination or the legal relationships established by this agreement, shall be resolved by arbitration under the UNCITRAL Rules in force at the date of this agreement. It is agreed that: 16.1.1 the tribunal shall consist of one arbitrator; 16.1.2 in default of the parties' agreement as to the arbitrator(s), the appointing authority shall be the president of the Law Society of England and Wales; 16.1.3 the seat of the arbitration shall be London; and 16.1.4 the language of the arbitration shall be English. 17.0 Counterparts 17.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 17.2 Transmission of the executed signature page of a counterpart of this agreement by (a) fax or (b) e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter. We trust the above conditions are acceptable to you. If so, would you please arrange for the attached duplicate copy of this letter to be signed on your behalf and return it to me along with fees agreed. Signed approval of this document constitutes full compliance with the Terms and Conditions of business as described above.For and on behalf of Sterling Media Ltd, For and on behalf of International Media Acquisition Corp. I agree to these terms and conditions as set I agree to these terms and conditions out in this document as set out in this document Print Name: Natasha Mudhar Print Name: Shibasish Sarkar Position: Global CEO Position: Chief Executive Officer Sterling Global Limited Sterling House, 20-21 Astwood Mews, Kensington, London, SW7 4DE t: 020 7801 0077 e: natasha@sterlingmedia.co.uk Registration in England and Wales. Registration No 04403129
Exhibit 10.2
CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), effective as of October 29, 2021, is entered into by and between International Media Acquisition Corp., a Delaware corporation having its principal address at 1604 US Highway 130, North Brunswick, NJ 08902 (the "Company" or "IMAC"), and Ms. Priyanka Agarwal, an Indian citizen, bearing Permanent Account Number AFWPA0696M, and having her address at Flat no. 4 Sonmarg building, 67B Nepeansea Road, Mumbai 400006, India (the "Consultant"). WHEREAS, the Consultant has experience in providing strategy, management and financial advisory services for companies in the media and entertainment sector and wishes to provide the Services (as defined below) to the Company; and WHEREAS, the Company wishes to retain the Consultant to provide the Services to the Company in connection with its initial Business Combination (as defined below) on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. (i) "Business Combination" means the acquisition by the Company, whether through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction involving the Company and one or more business or entities ("Target Business"), or entering into contractual arrangements that give the Company control over such Target Business, and, if the Company is then listed on a national securities exchange, the Target Business has a fair market value equal to at least 80% of the balance in the Trust Account (as defined below), less any deferred underwriting commissions and taxes payable on interest earned, at the time of signing a definitive agreement in connection with the initial Business Combination. (ii) "Confidential Information" means all information (whether written or oral) and materials concerning the Company or any business or assets that the Company may target for acquisition which the Company and/or its affiliates or their employees or representatives has furnished or may hereafter furnish to the Consultant or which the Consultant learns in connection with the performance of her duties hereunder. Confidential Information specifically includes, but is not limited to, pricing, costs, other financial information, drawings, artwork, designs, formulations, processes, patent applications, research procedures, models, prototypes, samples, specifications, test results, analyses, software, forecasts and studies. Notwithstanding the foregoing, Confidential Information does not include any information or materials which the Consultant can clearly demonstrate (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Consultant, (b) is or becomes available to the Consultant from a third party, other than on a confidential basis from the Company or its affiliates, which third party represents to the Consultant that it is
entitled to disclose such information, (c) was known to the Consultant prior to receipt thereof by the Consultant from the Company or its affiliates, or (d) is approved for release by the express prior written authorization of the Company or its affiliates and then only after such approval and only for the purpose specified. By way of example, but not limitation, the following also constitutes Confidential Information of the Company: (a) Any of the names, addresses and/or requirements of any of the customers of or consultants to the Company, including customer or consultant lists, who were or are customers of or consultants to the Company either prior to or during the Term and which names, addresses and/or requirements became or become known to Consultant in any manner either during the Term or thereafter as a direct result of Confidential Information received during the Term; (b) The Confidential Information of third parties that the Company has an obligation to maintain the confidentiality of; (c) Any writings, photographs, drawings, blueprints, reproductions, or other materials of any kind, including materials created using other Confidential Information, belonging to the Company; (d) Any confidential business methods, practices, operations, marketing strategies, or plans of the Company; or (e) Any financial information, profit margins, discounts, rebates, or pricing information of the Company. 2. Engagement. The Company hereby engages the Consultant, and the Consultant hereby agrees to provide the following services to the Company during the Term (as defined below) as and when requested by the Company (the "Services"): (i) Study and analyze the objectives and requirement of the Company and develop parameters (the "Target Business Parameters") for the purpose of identifying one or more Target Businesses; (ii) Identify potential Target Businesses based on the Target Business Parameters; (iii) Analyze the business of each potential Target Business identified and provide detailed insights on its operations and business; (iv) Interact with short-listed potential Target Businesses to collect relevant financial/operational data (current & historical) and manage the same via secure data rooms; (v) Study porposed Target Business financials and appraise business valuation, considering business performance/future targets viz a vis current economic environment;
(vi) Conduct SWOT (strength, weakness opportunity, threat) analysis for proposed Target Businesses to: • Identify potential deal breakers; and • Identify synergies between target companies; (vii) Leverage the IMAC team (i.e., the IMAC board, senior and internal management, external vendors and other consultants) through all stages of communication with potential Target Businesses; (viii) Provide support and insight to the Company's senior management around transaction terms and negotiations; (ix) Support the IMAC team with conduction of legal, tax and financial due diligence of proposed Target Businesses; (x) Support the IMAC team with all aspects of deal closure with final set of proposed Target Businesses; and (xi) Any other service mutually agreed between the Consultant and the Company (e.g., managing IMAC PR/communication, investor relations, etc.). The Consultant shall devote her attention, skill, energy and efforts to faithfully and effectively perform her duties hereunder. 3. Term. The term of this Agreement shall be for a period of twelve (12) months, commencing on October 29th, 2021 and ending on October 28th, 2022 (the "Term"). The Term may be extended upon a written agreement between the parties three (3) months prior to the end of the Term. If the Term is not extended as provided in this Section 3, upon termination of this Agreement, the Consultant's obligation to perform the Services and the Company's obligation to compensate the Consultant hereunder shall terminate and this Agreement, other than the provisions of Sections 7 to 15, shall terminate. 4. Termination. Either party shall have the right to terminate this Agreement for any reason upon a thirty (30) day written notice to the other party. In case of termination by the Company, the Company shall, only upon the closing of an initial Business Combination, pay to the Consultant, any amounts accrued as of the date of such termination, as provided under Section 5 below. In the event that the Consultant commits a breach of any of the terms of this Agreement, and fails to cure such breach to the Company's satisfaction within thirty (30) days of receipt of notice in writing by Consultant from the Company, the Company shall have the right to terminate this Agreement. 5. Fees. During the Term, in consideration for the Consultant's services to be performed hereunder, the Company shall pay the Consultant a monthly consulting fee, at the rate of $11,250 (United States Dollars Eleven Thousand Two Hundred and Fifty) per month, for the Consultant's performance of the Services, of which forty percent (40%) or $4,500 (United States Dollars Four Thousand and Five Hundred) will be paid at the end of each month (within
three (3) business days of the end of each calendar month) and the remaining sixty percent (60%) or $6,750 (United Stated Dollars Six Thousand Seven Hundred and Fifty) shall accrue and shall be paid upon the closing of the initial Business Combination. 6. Expenses. During the Term, the Company shall reimburse the Consultant for the Consultant's reasonable and documented travel expenses (not exceeding $500/-, unless expressly approved by the Company in advance) incurred at the request of the Company subject to the Consultant providing all details and invoices pertaining to the same and all such expenses being approved by the Company in advance. The Consultant shall not be entitled to any other benefits from the Company or its affiliates. 7. Covenants of the Consultant. (i) Confidentiality and Non-Use. The Consultant shall keep or cause to be kept in strict confidence all Confidential Information and shall not use it or disclose it to anyone except in connection with the fulfillment of the Services (and, in the case of disclosure to a third party, only if the third party to whom it is disclosed agrees to keep it confidential in accordance with this Agreement). If the Consultant makes any copies of the Confidential Information or any abstracts or summaries thereof or references thereto in any other document, she will keep a record in each such instance. Upon the Company's written request, the Consultant will either destroy or return to the Company all Confidential Information which is in tangible form, including any copies thereof which the Consultant may have made, and the Consultant will destroy all abstracts and summaries thereof and destroy or delete all references thereto in her documents, and certify to the Company that she has done so. If the Company notifies the Consultant in writing as to any of the Confidential Information which it does not wish copied, the Consultant shall so comply and upon the Company's written request shall certify such compliance to the Company in writing. (ii) Legal Requirement to Disclose. In the event that the Consultant or to the Consultant's knowledge anyone to whom the Consultant transmits the Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, the Consultant will provide the Company with prompt notice, if lawful, so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Agreement, the Consultant will furnish only that portion of the Confidential Information which the Consultant is advised by its counsel is legally required to be furnished. (iii) Conduct. The Consultant agrees that she will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon the Company or its affiliates or their goodwill, products or business opportunities, or in any manner detrimental to the Company, its successors and assigns, and its affiliates, their shareholders, officers, directors, or employees, past, present and future. The foregoing shall apply (but not be limited to) oral, written or other communications with former,
existing and potential employees, officers, directors, customers and suppliers. In addition, the Consultant shall not, on her own behalf or on behalf of any third party, during the Term, engage in any activity that is in competition with the Company. For the purpose of this Agreement, an activity is considered to be a competition with the Company if it involves any activities in the media and entertainment sector, including but not not limited to operations in film production, distribution, exhibition, television production, Over The Top (OTT) media production, and Video on Demand (VoD) services. (iv) The Consultant hereby assigns to the Company her entire right to all confidential information that the Consultant develops while working as a consultant to the Company, all of which shall be the sole and exclusive property of the Company, whether or not subject to patent, copyright, trademark or trade secret protection. The Consultant also acknowledges that all original works of authorship that are made by the Consultant (solely or jointly with others), within the scope of this Agreement, and that are protectable by copyright, are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. §§ 101, et seq.). To the extent that any such works, by operation of law, cannot be "works made for hire," the Consultant hereby assigns to the Company all right, title, and interest in and to such works and to any related copyrights. (v) Remedies/Specific Performance. In the event of a breach or a threatened breach of any of the provisions of this Section 7, the Company and its affiliates, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). 8. Benefits, etc. The Consultant shall be responsible for all personal income and other payroll taxes payable with respect to compensation received hereunder and accepts exclusive liability for all contributions required under social security laws and unemployment compensation laws or other payments under any laws of similar character applicable for the Consultant. The Consultant shall not be entitled to receive any benefits under any employee benefit plan or program of any kind maintained by the Company. 9. No Authority to Bind the Company. The Consultant shall not sign any agreement, contract or any other document on behalf of the Company unless expressly authorized by the Company. The Consultant shall not have the power to bind the Company or to commit the Company to any other legal obligation unless expressly permitted by the Company. 10. Trust Account Waiver. The Consultant hereby acknowledges that the Company has established a trust account (the "Trust Account") containing the proceeds of its initial public offering (the "IPO") and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company's public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consultant hereby agrees that it does not now and shall not at any time hereafter have any
right, title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the "Released Claims"). The Company hereby irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. 11. Limitation of Liability. The Services are provided "AS IS" and the Consultant expressly disclaims, and the Company hereby expressly waives, all express warranties and all other warranties, duties and obligations implied in law, including warranties of merchantability and fitness for a particular purpose. No statements in this Agreement or in any other document shall be read to be an express warranty nor create a warranty, duty or obligation implied in law, including, without limitation, warranties of merchantability and fitness for a particular purpose. The Consultant does not warrant that the Services will meet the Company's requirements or that the services rendered by her will be error free. The Consultant shall not be liable to the Company or any of its affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of the Services, unless such loss, liability, damage or expense shall be proven to result directly from the willful misconduct or gross negligence of the Consultant. In no event will the Consultant be liable to the Company for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if the Consultant has been advised of the possibility of such damages. Under no circumstances will the liability of the Consultant exceed, in the aggregate, the fees actually paid to and received by the Consultant hereunder. 12. Indemnity. The Company shall reimburse, defend, indemnify and hold harmless the Consultant from and against any and all damage, loss, liability, action, suit, claim, proceeding, investigation, audit, demand, assessment, fine, judgment, cost and other expense (including, without limitation, reasonable legal fees and expenses) arising out of, related to or in connection with any act or omission of the Company in connection with or relating to this Agreement, except to the extent proven to result directly from the willful misconduct or gross negligence of the Consultant. This indemnity obligation shall survive the termination of this Agreement. 13. Entire Agreement. This Agreement constitutes the entire agreement between the Consultant and the Company with respect to its subject matter and supersedes all prior discussions and agreements, whether oral or in writing, relating to its subject matter. 14. Enforceability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If any provision of this Agreement shall, in whole or in part, become or be held invalid or unenforceable, all other provisions of this Agreement shall remain in full force and effect. The parties undertake to replace such invalid or unenforceable provisions with such valid and enforceable provisions, which accomplish as
far as possible the purpose and intent of the parties with respect to the invalid or unenforceable provision. The same shall apply accordingly to any situation not contemplated under or covered by this Agreement. 15. Counterparts; Assignment; Notices. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. The rights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Except as expressly provided herein or therein, the rights and obligations of this Agreement may not be assigned by the Consultant without the prior written consent of the Company. All notices, requests, demands, claims, and other communications hereunder shall be in writing, including by emails. 16. Notices. Any notice required, permitted or desired to be given pursuant to this Agreement shall be in writing and shall be deemed to have been sufficiently given or served for all purposes if delivered in person or sent by registered or certified mail, return receipt requested, postage and fees prepaid, sent by a recognized overnight delivery service or, to the extent receipt is confirmed, by telecopy or other electronic transmission service, to the parties as follows: If to the Consultant, to: Priyanka Agarwal Flat no. 4, Sonmarg building, 67B Nepeansea road, Mumbai 400006 Email: Priyanka.imac@gmail.com or to such other person or address as the Consultant shall furnish to the Company in writing. if to the Company, to: International Media Acquisition Corp. 1604 US Highway 130 North Brunswick, NJ 08902 Attn: Shibasish Sarkar Email: shibasish@imac.org.in or to such other address as the Company shall furnish to the Consultant in writing. With a copy (which shall not constitute notice) to: Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Attn: Mitchell S. Nussbaum, Esq. Email: mnussbaum@loeb.com
17. Amendments and Waivers. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by the Company and the Consultant. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. 18. Governing Law and Arbitration. This Agreement and all matters arising from 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. The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Agreement shall, in lieu of a jury or other civil trial, be settled by final and binding arbitration before a single arbitrator in New York, New York and shall be conducted in accordance with thencurrent rules of the American Arbitration Association. This Agreement to arbitrate includes all claims whether arising in tort or contract and whether arising under statute or common law. The obligation to arbitrate such claims shall continue forever, and the arbitrator shall have jurisdiction to determine the arbitrability of any claim. The arbitrator shall have the power to award any remedies, including attorneys' fees and costs, available under applicable law. The arbitrator shall not have the authority to add to, subtract from or modify any of the terms of this Agreement. Judgment on any award rendered by the arbitrator may be entered and enforced by any court having jurisdiction thereof. The costs of the arbitration, including the arbitrator's fees, shall be borne equally by the parties to the arbitration, unless the arbitrator orders otherwise, and each party shall be responsible for paying its own other costs for the arbitration, including, but not limited to, attorneys' fees, witness fees, transcript fees, or other litigation expenses that such party would otherwise be required to bear in a court action, unless the arbitrator orders otherwise. Notwithstanding the foregoing, the Company shall be entitled to apply to any court of law or equity of competent jurisdiction for the relief specified in Section 7(v) hereof. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Consultant and the Company have executed this Agreement effective as of the date first written above. INTERNATIONAL MEDIA ACQUISITION CORP. Name: Shibasish Sarkar Title: Chief Executive Officer CONSULTANT Priyanka Agarwal