UNDERWRITING AGREEMENT between INNOVATIVE INTERNATIONAL ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: October 26, 2021 Innovative International ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
The undersigned, Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2021, is by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Innovative International Acquisition Corp. 24681 La Plaza Ste 300 Dana Point, CA 92629 Re: Initial Public Offering Gentlemen:Letter Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pu
INDEMNITY AGREEMENTIndemnity Agreement • October 6th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Form of Indemnification AgreementForm of Indemnification Agreement • January 4th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 19th, 2023 • Innovative International Acquisition Corp. • Services-auto rental & leasing (no drivers)
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 19, 2023, by and among Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Issuer”) and the undersigned (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2021, is made and entered into by and among Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Innovative International Acquisition Corp. 24681 La Plaza Ste 300 Dana Point, CA 92629]Innovative International Acquisition Corp. • October 6th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 17, 2021 by and between Innovative International Sponsor I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares (the “Shares”) of Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2023, between Zoomcar Holdings, Inc. (f/k/a Innovative International Acquisition Corp.) (the “Company”), and the holder signatory hereto (the “Holder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 20th, 2022 • Innovative International Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 13, 2022, by and among Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Issuer”) and the undersigned (“Subscriber”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2023, is made and entered into by and among Zoomcar Holdings, Inc. (f/k/a Innovative International Acquisition Corp., a Cayman Islands exempted company), a Delaware corporation (the “Company,”), Innovative International Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under IOAC Holders, Zoomcar Holders and Additional Zoomcar Holders on Schedule A hereto (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.11 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Merger Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 27th day of December, 2023, by and between, Zoomcar India Private Limited, an Indian limited company having its registered office at Ground Floor, Enzyme Tech Park, #4 Building, Domlur Service Road, 13, HAL, Old Airport Road, Domlur 1st Stage, ISRO Colony Bengaluru, Karnataka 560071 (the “Company”), and Hiroshi Nishijima (the “Employee”).
INNOVATIVE INTERNATIONAL ACQUISITION CORP. 24681 La Plaza Ste 300 Dana Point, CA 92629Innovative International Acquisition Corp. • October 6th, 2021 • Blank checks • New York
This letter agreement by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Innovative International Sponsor I LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2023 • Innovative International Acquisition Corp. • Services-auto rental & leasing (no drivers)
This Amendment No. 4 (this “Amendment”), dated as of November 29, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Innovative International Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among INNOVATIVE INTERNATIONAL ACQUISITION CORP., as the Purchaser, INNOVATIVE International Merger Sub, Inc., as Merger Sub, GREG MORAN, in the capacity as the Seller Representative, and zOOMCAR,...Agreement and Plan of Merger and Reorganization • October 20th, 2022 • Innovative International Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of October 13, 2022 by and among (i) Innovative International Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Innovative International Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Greg Moran, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (iv) Zoomcar, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO LOCK-UP AGREEMENTLock-Up Agreement • February 5th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers)
This First Amendment To Lock-Up Agreement, dated as of December 18, 2023 (this “Amendment”), amends that certain Lock-Up Agreement dated as of October 13, 2022 (the “Lock-Up Agreement”), by and between (i) Innovative International Acquisition Corp., a Cayman Islands exempted company (the “SPAC,” and after the Domestication sometimes referred to as the “Domesticated SPAC”) and (ii) the undersigned (“Securityholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Lock-Up Agreement.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • October 29th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of October 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Innovative International Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTRegistration Rights Agreement • January 4th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2023, between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), Zoomcar, Inc., a Delaware corporation (“Zoomcar”), ACM Zoomcar Convert LLC (the “Purchaser”), Pt. Zoomcar Indonesia Mobility Services, an entity organized under the laws of Indonesia, Zoomcar Vietnam Mobility Limited Liability Company, an entity organized under the laws of Vietnam, Fleet Mobility Philippines Corporation, an entity organized under the laws of Philippines, Zoomcar Qatar Freezone LLC, an entity organized under the laws of Qatar, ZC Merger Sub, Inc. a Delaware corporation, and Fleet Holding Pte Limited, an entity organized under the laws of Singapore, as guarantors (collectively the “Guarantors”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • December 28th, 2023 • Innovative International Acquisition Corp. • Services-auto rental & leasing (no drivers) • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 27 2023, is made by and among Innovative International Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, including following the Domestication, the “Company,” which upon consummation of the Transactions, if any, shall be renamed “Zoomcar Holdings, Inc.”), and the Investor (as defined below).
INNOVATIVE INTERNATIONAL ACQUISITION CORP. 24681 La Plaza Ste 300 Dana Point, CA 92629Innovative International Acquisition Corp. • October 29th, 2021 • Blank checks • New York
This letter agreement by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Innovative International Sponsor I LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
OUTSIDE THE BOX CAPITAL INC.Zoomcar Holdings, Inc. • January 4th, 2024 • Services-auto rental & leasing (no drivers) • Ontario
Outside The Box Capital Inc. (“Outside The Box Capital”) is pleased to provide marketing and distribution services to Zoomcar Limited (the “Company”), as more fully described in this letter agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages Outside The Box Capital to provide such services.
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 8nd day of January, 2024, by and between, Zoomcar India Pvt. Ltd., a Delaware corporation, having its registered office at Anjaneya Techno Park, No.147, 1st Floor, HAL Old Airport Road, ISRO Colony, Kodihalli, Bangalore, Karnataka 560008, India (the “Company”), and Adarsh Menon, bearing Emp ID: E1529, born on 02nd Feb 1979 currently residing at Villa 441, Lane 9, Adarsh Palm Retreat, Bellandur, Bangalore 560103 (the “Employee”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIOONAgreement and Plan of Merger and Reorganizatioon • January 2nd, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers)
This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of December 29, 2023, by and among (i) Zoomcar Holdings, Inc., a Delaware corporation (the “Purchaser”), (ii) Zoomcar, Inc., a Delaware corporation (the “Company”) and (iii) Gregory Moran, in the capacity as the Seller Representative thereunder (the “Seller Representative”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
UNSECURED CONVERTIBLE NOTE DUE DECEMBER 28, 2028Zoomcar Holdings, Inc. • January 4th, 2024 • Services-auto rental & leasing (no drivers) • New York
THIS UNSECURED CONVERTIBLE NOTE is a duly authorized and validly issued Convertible Promissory Note of Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), having its principal place of business at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, India 560008 designated as its Convertible Note due December 28, 2028 (this “Note”).
FEE REDUCTION AGREEMENT December 28, 2023Fee Reduction Agreement • January 4th, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers)
WHEREAS, pursuant to that certain Underwriting Agreement between Innovative International Acquisition Corp. (together with any successor entity thereto, the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated October 26, 2021 (as may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed, in connection with the Company’s initial public offering (“IPO”) to pay to CF&CO an aggregate cash amount of $12,100,000 as “deferred underwriting commissions” (the “Original Deferred Fee”), upon the consummation of a Business Combination, as contemplated by the joint proxy statement/consent solicitation statement/prospectus initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 2, 2023, as amended from time to time. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 6th, 2021 • Innovative International Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [________], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Innovative International Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
Redactions with respect to certain portions hereof denoted with “***” LOCK-UP RELEASE AGREEMENTLock-Up Release Agreement • February 2nd, 2024 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York
This LOCK-UP RELEASE AGREEMENT (this “Agreement”), dated as of February 1, 2024, is made by and among Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), ASJC Global LLC – Series 24 (“ASJC”), and Cohen Sponsor LLC – A24 RS (“Sponsor Investor”, and together with ASJC, the “Investors”). The Company and the Investors shall be referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Letter Agreement (as defined below).
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 19th, 2022 • Innovative International Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is made and entered into as of October 13, 2022, by and among Innovative International Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the closing of the Merger Agreement (as defined below)) (“SPAC”), Zoomcar, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s securities (each, an “Existing Securityholder” and, collectively, the “Existing Securityholders”). The Existing Securityholders and any person or entity who hereafter enters into a joinder to this Agreement substantially in the form of Exhibit A hereto are referred to herein, individually, as a “Securityholder” and collectively, as the “Securityholders.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 19th, 2022 • Innovative International Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2022, by and among Innovative International Sponsor I LLC, a Delaware limited liability company (“Sponsor”), Innovative International Acquisition Corp., a Cayman Islands exempted company (“Purchaser”), Zoomcar, Inc., a Delaware corporation (“Company”, and together with Sponsor and Purchaser, the “Parties”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger and Reorganization dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Purchaser, [Innovative International Merger Sub, Inc.] (“Merger Sub”), Company and Seller Representative.
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2023 • Innovative International Acquisition Corp. • Services-auto rental & leasing (no drivers)
This Amendment No. 2 (this “Amendment”), dated as of July 20, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Innovative International Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC,) as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 20th, 2022 • Innovative International Acquisition Corp. • Blank checks
This Lock-up Agreement (this “Agreement”) is made and entered into as of October 13, 2022, by and among (i) Innovative International Acquisition Corp., a Cayman Islands exempted company (the “SPAC,” and after the Domestication sometimes referred to as the “Domesticated SPAC”), and (ii) each of the parties listed on Schedule 1 attached hereto (the “Existing Equity Holders”). The Existing Equity Holders and any person or entity who hereafter enters into a joinder to this Agreement substantially in the form of Exhibit A hereto are referred to herein, individually, as a “Securityholder” and, collectively, as the “Securityholders.”
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2023 • Innovative International Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of January 19, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Innovative International Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
