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,...Merger Agreement • 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”.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 19th, 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”).
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.
