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.
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”).
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”).
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”).
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.
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.
