0001213900-25-029037 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 4th, 2025 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2025, between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

SERIES B PIPE COMMON WARRANT TO PURCHASE COMMON STOCK ZOOMCAR HOLDINGS, INC.
Warrant Agreement • April 4th, 2025 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), up to a maximum of shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2025 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2025, between Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SERIES A PIPE COMMON WARRANT TO PURCHASE COMMON STOCK ZOOMCAR HOLDINGS, INC.
Series a Pipe Common Warrant • April 4th, 2025 • Zoomcar Holdings, Inc. • Services-auto rental & leasing (no drivers) • New York

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the sixty (60) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.