Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Promissory Notes

As previously disclosed in the Current Report on Form 8-K filed by International Media Acquisition Corp. ("IMAQ" or the "Company") with the SEC on January 31, 2024, IMAQ issued an unsecured promissory note to JC Unify Capital (Holdings) Limited ("JC Unify"), dated as of January 31, 2024 (the "Promissory Note A").

As previously disclosed in the Current Report on Form 8-K filed by IMAQ with the SEC on February 27, 2024, IMAQ issued two unsecured promissory notes to JC Unify, dated as of February 27, 2024 (the "Promissory Note B"), and February 27, 2024 (the "Promissory Note C", together with Promissory Note A and Promissory Note B, the "Prior Notes").

On June 28, 2024, IMAQ entered into amendments to the Prior Notes (the "Amendments to the Promissory Notes") with JC Unify. Pursuant to the Amendments to the Promissory Notes, JC Unify has the right to convert the Prior Notes into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share of Common Stock of the Company (together, the "Conversion Securities"), with no fractional Conversion Securities to be issued upon conversion, and the Prior Notes to be converted immediately prior to the closing of the Business Combination. The Amendments to the Promissory Notes also amended the events of default, so that the failure of IMAQ to issue Conversion Securities constitutes a failure to make required payments, constituting an event of default.

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 and Exhibit 10.3, respectively, and are incorporated herein by reference.