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 19th, 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”.
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.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 19th, 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.”
