Item 1.01 Entry into a Material Definitive Agreement

On October 22nd, 2022, International Media Acquisition Corp. ("IMAQ") entered into a Stock Purchase Agreement (the "SPA") with Risee Entertainment Holdings Private Limited, a company incorporated in India ("Seller"), and Reliance Entertainment Studios Private Limited, company incorporated in India (the "Target Company"). Pursuant to the terms of the SPA, a business combination between IMAQ and the Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Target Company from Seller in a series of transactions (collectively, the "Stock Acquisition"). The board of directors of IMAQ has (i) approved and declared advisable the SPA and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the SPA and related transactions by the stockholders of IMAQ. All capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed to such terms in the SPA.

Stock Acquisition Consideration

In accordance with the terms and subject to the conditions of the SPA, the Seller shall, in exchange for the consideration set forth below, sell, transfer, convey, assign and deliver to IMAQ, and IMAQ shall purchase, acquire and accept from the Seller all rights, title and interest in and to the shares of the Target Company (the "Company Shares") in the manner described herein, free and clear of all liens, excepting only restrictions on the subsequent transfer of the Company Shares by IMAQ imposed under applicable laws, IMAQ's organizational documents, and the Shareholders' Agreement (as defined below). Such purchases shall be made as follows:

(a) Tranche 1: IMAQ shall purchase and Seller shall sell 3,920 Company Shares (the "Tranche 1 Company Shares") at the initial closing of the Stock Acquisition which shall occur within four days of the satisfaction or waiver of the closing conditions set forth in the SPA (the "Initial Closing," and any subsequent closing thereafter, an "Additional Closing"), which shares shall represent 39.20 % of the fully diluted equity ownership of the Target Company as of the date of the Initial Closing, for the higher of: (i) the fair market value of the Tranche 1 Company Shares determined in accordance with the requirements of the Foreign Exchange Management Act, 1999, of the Republic of India (the "FEMA"), or (ii) $40,000,000;

(b) Tranche 2: IMAQ shall purchase and Seller shall sell 1,570 Company Shares ("Tranche 2 Company Shares") on or prior to the 90th day following the Initial Closing for the higher of: (i) the fair market value of the Tranche 2 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $16,000,000 (and simultaneously, IMAQ shall also infuse $4,000,000 as primary equity capital into the Target Company and be issued common equity shares in the Target Company against such subscription amount, or, alternatively, IMAQ may also infuse this amount as a loan to the Target Company in accordance with applicable laws), which shares (i.e., the Tranche 2 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased under paragraph (a) above) represent 54.90% of the fully diluted equity ownership of the Target Company as of such Additional Closing;

(c) Tranche 3: IMAQ shall purchase and Seller shall sell 1,960 Company Shares ("Tranche 3 Company Shares") on or prior to 12 months from the Initial Closing for the higher of: (i) the fair market value of the Tranche 3 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $20,000,000 (and simultaneously, IMAQ shall also infuse $20,000,000 as primary equity capital into the Target Company and be issued common equity shares in the Target Company against such subscription amount, or, alternatively, IMAQ may also infuse this amount as a loan to the Target Company in accordance with applicable laws), which shares (i.e., the Tranche 3 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased and subscribed under paragraphs (a) and (b) above, as the case may be) represent 74.50% of the fully diluted equity ownership of the Target Company as of such Additional Closing;

(d) Tranche 4: IMAQ shall purchase and Seller shall sell 2,550 Company Shares ("Tranche 4 Company Shares") on or prior to 18 months from the Initial Closing for the higher of: (i) the fair market value of the Tranche 4 Company Shares determined in accordance with the requirements of the FEMA, or (ii) $26,000,000 (and simultaneously, IMAQ shall also infuse $14,000,000 as primary equity capital into the Target Company and be issued common equity shares in the Target Company against such subscription amount, or, alternatively IMAQ may also infuse this amount as a loan to the Target Company in accordance with applicable Laws), which shares (i.e., the Tranche 4 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated under the SPA, if issued) shall (together with the shares purchased and subscribed under paragraphs (a), (b) and (c) above, as the case may be) represent 100% of the fully diluted equity ownership of the Target Company as of such Additional Closing.

(e) The Target Company shall, and IMAQ shall ensure that, all primary investments into the Target Company by IMAQ as contemplated under the SPA, aggregating to $38,000,000, shall be used solely for the purposes of repayment of the inter-company loans aggregating to $38,000,000 as existing on the books of the Target Company at the Initial Closing (the "Existing Inter-Company Loans"), as set forth in the SPA.

(f) Any loan extended by IMAQ to the Target Company pursuant to paragraphs (b) to (d) above shall be repaid (including any interest repayment or payment of charges) by the Target Company only after the Seller has been paid the entire consideration contemplated under the SPA.

At the Initial Closing and each Additional Closing, the applicable consideration will be paid by IMAQ to the Seller in Indian National Rupees, the currency of the Republic of India ("INR"), based upon the foreign exchange rates published by Bloomberg as set forth in the SPA.

Default of Additional Purchase and Subscription Obligations

In the event that IMAQ defaults/fails: (i) to consummate the Additional Closings as contemplated under the SPA, (ii) to make the infusion of primary investment or loan of $38,000,000 in the Target Company, (iii) to ensure that the Target Company repays the Existing Inter-Company Loans, in each case, in accordance with the time periods specified in the SPA, for any reason whatsoever (including on account of delay or failure in obtaining any approval from any Authority or non-fulfillment of any other condition mentioned in the SPA and the other agreements related thereto (the "Additional Agreements")), the following consequences shall follow, without prejudice to the other rights and remedies of the Seller provided for under the SPA and the Additional Agreements:

(a) the Seller shall have the right to seek specific performance and in the event that such specific performance is not enforceable or available under any provision of applicable law, IMAQ shall be liable to pay damages to the Seller on account of the default/breach committed by IMAQ;

(b) the Seller shall have an unfettered right to transfer, sell, dispose, and/or create liens on all or any of the Company Shares held by it;

(c) the Seller shall have affirmative vote rights with respect to the matters specified in the Shareholders' Agreement;

(d) if any default as stipulated under the SPA has not been cured by IMAQ within a period of 18 months of the Initial Closing, the Seller shall have the right to appoint majority of the directors on the board of directors of the Target Company (the "Board") upon completion of such 18 month period, provided that IMAQ shall continue to have the right to nominate one director or observer on the Board, as long as IMAQ holds at least 10% of the total share capital of the Target Company as determined on a fully diluted basis, and further provided that if: (i) the Seller has transferred, sold, disposed of and/or created any liens on all (and not some) of the Company Shares held by it, and (ii) IMAQ has completed the purchase of more than 75% of the Company Shares, the Board shall be reconstituted in a manner which reflects the inter se shareholding percentages of the stockholders of the Target Company, however, the transferee of the Seller's transferred Company Shares shall continue to have the right to nominate one director or observer on the Board, as long as such transferee holds at least 10% of the total share capital of the Target Company, and, further, IMAQ shall have certain affirmative vote rights with respect to the matters specified in the Shareholders' Agreement; and

(e) if any default as stipulated under the SPA has not been cured by IMAQ within a period of 21 months of the Initial Closing and IMAQ has not completed the purchase of more than 75% of the Company Shares, at the option of the Seller: (i) all the rights of IMAQ under the SPA and the Additional Agreements shall fall away and cease to exist, and (ii) all the liabilities, obligations, and responsibilities of the Seller under the SPA and the Additional Agreements shall fall away and cease to exist other than the right of IMAQ to nominate one director on the Board of the Target Company, as long as IMAQ holds at least 10% of the total share capital of the Target Company as determined on a fully diluted basis; provided, however, that if the Seller has transferred, sold, or disposed of all (and not some) of the Company Shares, the transferee of the Seller's transferred Company Shares and IMAQ shall mutually discuss and agree on the affirmative vote rights which may be available to IMAQ with respect to the matters specified in the Shareholders' Agreement.

Representations and Warranties

The SPA contains customary representations and warranties of the parties thereto. The Target Company has made representations and warranties with respect to (a) corporate existence and power, (b) authorization to enter into the SPA and related transactions, (c) governmental authorization, (d) non-contravention, (e) capitalization, (f) corporate records, (g) subsidiaries, (h) consents, (i) financial statements, (j) books and records, (k) internal accounting controls, (l) absence of certain changes, (m) properties and title to assets, (n) litigation, (o) contracts, (p) licenses and permits, (q) compliance with Laws, (r) intellectual property, (s) accounts payable and affiliate loans, (t) employees and employee matters, (u) withholding, (v) employee benefits, (w) real property, (x) tax matters, (y) environmental laws, (z) finders' fees, (aa) powers of attorney, suretyships and bank accounts, (bb) directors and officers, (cc) anti-money laundering laws, (dd) insurance, (ee) related party transactions, and (ff) investment company status.

The Seller has made representations and warranties with respect to (a) corporate existence, (b) corporate power and authority, (c) conflicts, (d) consents, (e) liens and encumbrances, (f) title, (g) taxes, (h) jurisdiction of formation, (i) pendency of proceedings, and (j) absence of voting agreements.

IMAQ has made representations and warranties with respect to, among other things, (a) corporate existence and power, (b) corporate authorization to enter into the SPA and related transactions, (c) governmental authorization, (d) non-contravention, (e) finders' fees, (f) board approval, (g) litigation, (h) capitalization, (i) compliance, (j) SEC filings and financial statements, (k) IMAQ's trust fund, (l) SEC registration, and (m) listing.





Covenants

The SPA includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Stock Acquisition, and efforts to satisfy conditions to the consummation of the Stock Acquisition.

The SPA also contains additional covenants of the parties, including, among others, access to information, tax matters, notices of certain events, cooperation in the preparation of the Proxy Statement and other filings required to be filed in connection with the Stock Acquisition, efforts to obtain Company Consents, satisfaction of indebtedness, the Target Company providing additional financial information, and non-competition and non-solicitation.





Exclusivity

Each of Seller and the Target Company has agreed that from the date of the SPA until the Initial Closing or, if earlier, the valid termination of the SPA in accordance with its terms, it will not initiate any negotiations with any party relating to an Alternative Transaction (as such term is defined in the SPA) or enter into any agreement relating to such a proposal. Each of Seller and the Target Company has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of Seller or the Target Company, as applicable, would be deemed a breach of the party's obligations with respect to these non-solicitation restrictions.











Conditions to Closing

The consummation of the Initial Closing and any Additional Closing is conditioned upon, among other things, (i) the absence of any applicable law or order restraining, prohibiting or imposing any condition on the consummation of the Stock Acquisition and related transactions, (ii) no action being brought by any Authority to enjoin or otherwise restrict the consummation of the Initial Closing and any Additional Closing, and (iii) with respect to the Initial Closing, approval by IMAQ stockholders of the Stock Acquisition and related transactions and each of the Purchaser Proposals (as defined in the SPA).

IMAQ's obligation to close is subject to the satisfaction of the following conditions, which include, among other things, (a) the Target Company having duly performed or complied with all of its obligations under the SPA in all material respects, (b) the Target Company having obtained a valuation certificate to determine the fair market value of the Company Shares in accordance with the FEMA for transfer of the Company Shares to IMAQ as required under the applicable Indian laws, (c) the Target Company having obtained any . . .

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit    Description
  2.1*       Stock Purchase Agreement, dated as of October 22, 2022, by and among
           International Media Acquisition Corp., Seller and the Target Company.
  10.1       Shareholders' Agreement, dated October 22, 2022, by and among Seller,
           Target Company and International Media Acquisition Corp.
  10.2       Earnout Agreement, dated October 22, 2022, by and among Seller, the
           Target Company and International Media Acquisition Corp.
104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.




*   Certain exhibits and schedules to this Exhibit have been omitted in
    accordance with Regulation S-K Item 601(a)(5). International Media
    Acquisition Corp. agrees to furnish supplementally a copy of all omitted
    exhibits and schedules to the Securities and Exchange Commission upon its

request.

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