UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): December 19, 2023 (December 18, 2023)
Innovative International Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40964 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
24681 La Plaza Ste 300
Dana Point, CA 92629
(Address of principal executive offices, including
zip code)
Registrant’s telephone number,
including area code: (805) 907-0597
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on
which registered |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant |
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IOACU |
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The Nasdaq Stock Market LLC |
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Class A ordinary shares, par value $0.0001 per share, included as part of the Units |
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IOAC |
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The Nasdaq Stock Market LLC |
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Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units |
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IOACW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
As previously disclosed,
Innovative International Acquisition Corp. (“IOAC”) entered into the Agreement and Plan of Merger and Reorganization (as
may be amended or supplemented, the “Merger Agreement”), dated as of October 13, 2022, by and among IOAC, Zoomcar, Inc. (“Zoomcar”),
Innovative International Merger Sub Inc. (“Merger Sub”) and Greg Moran, in the capacity as the Seller Representative for
the purposes and as described under the Merger Agreement (the “Seller Representative”). Pursuant to the Merger Agreement,
IOAC will continue out of the Cayman Islands and re-domesticate into a Delaware corporation (the “Domestication”). We refer
to transactions contemplated by the Merger Agreement, collectively, including the Domestication and the issuance of IOAC securities in
connection therewith, as the “Business Combination”. In connection with the Domestication and the Business Combination, IOAC
will be renamed “Zoomcar Holdings, Inc.” (referred to herein as “New Zoomcar”).
Item 1.01 Entry into
a Material Definitive Agreement.
Ananda Trust Closing
Investment
On December 19, 2023,
IOAC and Ananda Small Business Trust (“Ananda Trust”), an affiliate of Innovative
International Sponsor I LLC, IOAC’s sponsor (the “Sponsor”), entered into a subscription agreement (the “Closing
Subscription Agreement”), pursuant to which Ananda Trust agreed to purchase 1,666,666 IOAC Class A ordinary shares at a price
of $3.00 per share (the “Ananda Trust Closing Investment”), which Ananda Trust Closing Investment is contingent upon the consummation
of the proposed Business Combination on terms substantially similar to the terms of
the previously disclosed Subscription Agreement into which Ananda Trust entered concurrent with the execution of the Merger Agreement
(the “Signing Subscription Agreement”), other than the discounted per share purchase price of $3.00, as opposed to the per
share purchase price of $10.00 set forth in the Signing Subscription Agreement.
The terms of the Closing
Subscription Agreement include registration rights obligations on the part of New Zoomcar and customary closing conditions. In the event
that the proposed Business Combination is not consummated, the Ananda Trust Closing Investment will also not be consummated.
A
copy of the Closing Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference,
and the foregoing description of the Closing Subscription Agreement is qualified in its entirety by reference thereto.
Lock-Up Amendment
Simultaneously with the
execution of the Closing Subscription Agreement, on December 19, 2023, IOAC and Ananda Trust entered into an amended lock-up agreement
(the “Lock-Up Amendment”) containing restrictive trading provisions with respect to all securities held by Ananda Trust and
all securities issuable to Ananda Trust in connection with the proposed Business Combination until the earlier of (i) twelve months after
the closing of the Business Combination or (ii) subsequent to the Merger, the date on which New Zoomcar completes a liquidation, merger,
capital stock exchange, reorganization or other similar transactions that results in all of New Zoomcar’s stockholders having the
right to exchange their shares for cash, securities or other property.
A
copy of the Lock-Up Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and
the foregoing description of the Lock-Up Amendment is qualified in its entirety by reference thereto.
Item 3.02 Unregistered
Sales of Equity Securities.
The disclosure set forth
above under the heading “Ananda Trust Closing Investment” in Item 1.01 of this Current Report is incorporated by reference
into this Item 3.02. The shares of IOAC Class A ordinary shares to be issued to Ananda Trust will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation
FD Disclosure.
Furnished as Exhibit
99.1 hereto is a transcript of a video first posted on December 19, 2023 in connection with the Business Combination.
Exhibit 99.1 is intended
to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), except as expressly set forth by specific reference in such filing.
Item 8.01 Other Information.
As previously
disclosed, on Wednesday, October 25, 2023, at 11:00 a.m., Eastern Time IOAC convened an extraordinary general meeting of
shareholders (the “Business Combination Meeting”) to approve the Business Combination. The Business Combination Meeting was adjourned to a later date in order to allow more time for the parties
to consider and finalize financing and transaction terms. The adjourned Business Combination Meeting will be held on December 19,
2023 at 11:00 a.m., Eastern Time, virtually at https://web.lumiagm.com/#/228230513 (password: innovative2023), to approve the
Business Combination, among other proposals described in the proxy statement/consent solicitation statement/prospectus (as supplemented by Supplement No. 1 on October 20, 2023, Supplement
No. 2 on November 17, 2023 and Supplement No. 3 on December 15, 2023, the
“Proxy Statement/Prospectus/Consent Solicitation Statement”). IOAC filed the Proxy Statement/Prospectus/Consent
Solicitation Statement with the U.S. Securities and Exchange Commission (“SEC”) as part of a Registration Statement on
Form S-4 (Registration No. 333-269627) (the “Registration Statement”).
As discussed in the Proxy Statement/Prospectus/Consent
Solicitation Statement, IOAC shareholders who wished to exercise their redemption rights must have sent written requests no later than
5:00 p.m., Eastern Time on December 15, 2023 which was two business days prior to the Business Combination Meeting. As of December 18,
2023, IOAC shareholders holding approximately 2,413,764 IOAC public shares submitted requests to redeem their public shares for a pro
rata portion of the funds in the IOAC’s trust account (the “Trust Account”), which requests have not been withdrawn.
Any such requests to redeem IOAC public shares in connection with the proposed Business Combination may be withdrawn at any time, with
IOAC’s consent, until the Closing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Important Information
About the Business Combination and Where to Find It
In connection with the
Business Combination, IOAC has filed with the Registration Statement, which includes the Proxy Statement/Prospectus/Consent Solicitation
Statement. The Registration Statement was declared effective on September 29, 2023. IOAC has mailed the Proxy Statement/Prospectus/Consent
Solicitation Statement and other relevant documents to its shareholders. The Proxy Statement/Prospectus/Consent Solicitation Statement
was supplemented by Supplement No. 1 on October 20, 2023, Supplement No. 2 on November 17, 2023 and Supplement No. 3 on December 15, 2023.
This document is not
a substitute for the Proxy Statement/Prospectus/Consent Solicitation Statement. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT (AS UPDATED BY SUPPLEMENT NO. 1 ON OCTOBER 20, 2023, SUPPLEMENT
NO. 2 ON NOVEMBER 17, 2023 AND SUPPLEMENT NO. 3 ON DECEMBER 15, 2023) AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ZOOMCAR, IOAC, THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed
or that will be filed with the SEC relating to the Business Combination (when they are available) can be obtained free of charge from
the SEC’s website at www.sec.gov.
Forward-Looking Statements
This document contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with
respect to future operations, products and services; and other statements identified by words such as “will likely result,”
“are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,”
“intend,” “plan,” “projection,” “outlook” or words of similar meaning.
These
forward-looking statements and factors that may cause actual results and the timing of events to differ materially from the
anticipated results include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Merger Agreement or could otherwise cause the transactions contemplated therein to fail to close; (2)
the outcome of any legal proceedings that may be instituted against IOAC, Zoomcar, the combined company or others following the
announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders of IOAC or stockholders of Zoomcar; (4) the inability
of Zoomcar to satisfy other conditions to closing; (5) changes to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the
Business Combination; (6) the ability to meet stock exchange listing standards in connection with and following the consummation of
the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations of Zoomcar as a result of
the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage
growth profitably, maintain its reputation, grow its customer base, maintain relationships with customers and suppliers and retain
its management and key employees; (9) the impact of the COVID-19 pandemic on the business of Zoomcar and the combined company
(including the effects of the ongoing global supply chain shortage); (10) Zoomcar’s limited operating history and history of
net losses; (11) Zoomcar’s customer concentration and reliance on a limited number of key technology providers and payment
processors facilitating payments to and by Zoomcar’s customers; (12) costs related to the Business Combination; (13)
unfavorable interpretations of laws or regulations or changes in applicable laws or regulations; (14) the possibility that Zoomcar
or the combined company may be adversely affected by other economic, business, regulatory, and/or competitive factors; (15)
Zoomcar’s estimates of expenses and profitability; (16) the evolution of the markets in which Zoomcar competes; (17) political
instability associated with operating in current and future emerging markets Zoomcar has entered or may later enter; (18) risks
associated with Zoomcar maintaining inadequate insurance to cover risks associated with business operations now or in the future;
(19) the ability of Zoomcar to implement its strategic initiatives and continue to innovate its existing products; (20) the ability
of Zoomcar to adhere to legal requirements with respect to the protection of personal data and privacy laws; (21) cybersecurity
risks, data loss and other breaches of Zoomcar’s network security and the disclosure of personal information or the
infringement upon Zoomcar’s intellectual property by unauthorized third parties; (22) risks associated with the performance or
reliability of infrastructure upon which Zoomcar relies, including, but not limited to, internet and cellular phone services; (23)
the risk of regulatory lawsuits or proceedings relating to Zoomcar’s products or services; (24) increased compliance risks
associated with operating in multiple foreign jurisdictions at once, including regulatory and accounting compliance issues; (25)
Zoomcar’s exposure to operations in emerging markets where improper business practices may be prevalent; and (26)
Zoomcar’s ability to obtain additional capital when necessary.
The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the
“Risk Factors” section of the Registration Statement referenced above and other documents filed by IOAC from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. There can be no assurance that the data contained herein is
reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking statements
speak only as of the date they are made, and IOAC and Zoomcar disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of developments occurring after the date of this communication. Forecasts and estimates regarding Zoomcar’s
industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only,
are not forecasts and may not reflect actual results.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INNOVATIVE INTERNATIONAL ACQUISITION CORP. |
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By: |
/s/ Mohan Ananda |
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Name: |
Mohan Ananda |
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Title: |
Chief Executive Officer |
Dated: December 19, 2023
Exhibit 10.1
SUBSCRIPTION AGREEMENT
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”).
WHEREAS,
the Issuer has entered into that certain Agreement and Plan of Merger and Reorganization, dated as of October 13, 2022 (as may be amended
or supplemented from time to time, the “Merger Agreement”), by and among the Issuer, Innovative International Merger
Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Merger Sub”), Greg Moran, acting as
representative of the Target (as defined below), and ZoomCar, Inc., a Delaware corporation (together with its direct and indirect subsidiaries,
“Target”), pursuant to which, among other things, (i) the Issuer will domesticate as a Delaware corporation in accordance
with the applicable provisions of the Delaware General Corporation Law and the Cayman Islands Companies
Act (as revised) (the “Domestication”) and (ii) immediately following the consummation of the Domestication, Merger
Sub will merge with and into Target (the “Merger” and, together with the Domestication, the “Transactions”,
and the consummation of the Merger in accordance with the Merger Agreement, the “Merger Closing”), with the Target
surviving the Merger;
WHEREAS, in connection with
the Transactions, the Issuer is seeking commitments from the Subscriber to purchase, prior to the Merger Closing, the Issuer’s Class
A ordinary shares, par value $0.0001 per share (the “Common Shares”); and
WHEREAS, in connection with
and contingent upon the closing of the Transactions, on the terms and subject to the conditions set forth in this Subscription Agreement,
Subscriber desires to subscribe for and purchase from the Issuer the number of Common Shares, set forth on the signature page hereto (the
“Acquired Shares”) for a purchase price of $3.00 per share (the “Share Purchase Price,” and the
aggregate purchase price set forth on the signature page hereto for the Acquired Shares, the “Purchase Price”), and
the Issuer desires to issue and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on
behalf of Subscriber to the Issuer at or prior to the Closing Date (as defined herein).
NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:
1.
Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees
to purchase from the Issuer, and the Issuer hereby agrees that the Issuer shall issue and sell to Subscriber, upon the payment of the
Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”).
2.
Closing.
2.1 Subject
to the satisfaction or waiver of the conditions set forth in Section 2 (other than those conditions that by their nature are
to be satisfied at the closing of the Subscription contemplated hereby (the “Closing”), but without affecting the
requirement that such conditions be satisfied or waived at the Closing), the Closing shall occur immediately prior to the
Domestication and conditioned upon, the effectiveness and closing of the Transactions and prior to the Effective Time (as defined in
the Merger Agreement) (such date, the “Closing Date”) in the sequence contemplated in the recitals to this
Subscription Agreement and is contingent upon the subsequent occurrence of the consummation of the Transactions. Prior to the
anticipated Closing Date (the “Scheduled Closing Date”), the Issuer shall deliver, at least two (2) business days
prior to the Scheduled Closing Date, written notice to Subscriber (the “Closing Notice”) specifying (i) the
Scheduled Closing Date, (ii) the wire instructions for delivery of the Purchase Price to the Issuer (or, to the extent previously
agreed by the parties to the Merger Agreement, to an escrow account established by the Issuer for this purpose (if so established,
the “Escrow Account”)) and, to the extent applicable, any other information reasonably requested by the Issuer or
by the escrow agent (the “Escrow Agent”), if any, engaged by the Issuer to establish and maintain the Escrow
Account. The wire transfer shall identify the Subscriber and, unless otherwise agreed by Issuer, the
funds shall be wired from an account in the Subscriber’s name. Upon the Closing, the Issuer shall provide instructions to the
Escrow Agent, if any, to release the funds in the Escrow Account to the Issuer against delivery to the Subscriber of the Acquired
Shares. On the Closing Date, promptly after the Closing, the Issuer shall deliver (or cause delivery of) the number of Acquired
Shares set forth on the signature page to this Subscription Agreement in book entry form with restrictive legends to the Subscriber
as indicated on the signature page or to a custodian designated by the Subscriber, as applicable, as indicated below; provided, however,
that the Issuer’s obligation to issue the Acquired Shares to the Subscriber is contingent upon the Issuer having received the
Purchase Price in full accordance with this Section 2. If this Subscription Agreement is terminated prior to the Closing and any
funds have already been sent by the Investor to the Issuer or to the Escrow Agent, as applicable,
then, promptly after such termination, the Issuer will promptly return (or, to the extent applicable, instruct the Escrow Agent to
promptly return) the Purchase Price in full to the Subscriber to the account specified in writing by the Subscriber. For the
purposes of this Subscription Agreement, (x) “business day” means any other day other than a Saturday, Sunday, legal
holiday or any other day on which commercial banking institutions located in New York, New York are required or authorized to be
closed (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or
any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in
New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual,
corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory
body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to
any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more
intermediaries controls, is controlled by or is under common control with such specified person (where the term
“control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such person, whether through the ownership of voting securities, by contract or
otherwise).
2.2 Subject to the satisfaction or waiver of the conditions set forth in Section 2.3 and Section 2.4 (other than
those conditions that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied
or waived at Closing):
2.2.1
Subscriber shall deliver to the Issuer, no later than two business days before the Closing Date (as specified in the Closing
Notice) or such other date as otherwise agreed to by the Issuer and Subscriber (such date, the “Purchase Price Payment Date”)
the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by
the Issuer in the Closing Notice (which account shall be for the benefit of Subscriber until the Closing Date), and any information that
is reasonably requested in the Closing Notice that is required in order to enable the Issuer to issue the Acquired Shares, including,
without limitation, the legal name of the person (or nominee) in whose name such Acquired Shares are to be issued and a duly executed
Internal Revenue Service Form W-9 or W-8, as applicable, provided, however, in the case of a Subscriber that is an “investment
company” registered under the Investment Company Act of 1940, as amended, payment may be made to an account specified by the Issuer
and subject to such procedures otherwise mutually agreed by Subscriber and the Issuer.
2.2.2
Reserved.
2.2.3
On the Closing Date, the Issuer shall deliver to Subscriber (i) the Acquired Shares against and upon payment by Subscriber
in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities
laws and the lock-up restrictions set forth herein), in the name of Subscriber (or its nominee in accordance with its delivery instructions)
or to a custodian designated by Subscriber, as applicable and (ii) evidence from the Issuer’s transfer agent of the issuance of
the Acquired Shares were issued to Subscriber in book-entry form on and as of the Closing Date; provided, however, that the Issuer’s
obligation to issue the Acquired Shares to Subscriber is contingent upon the Issuer having received the Purchase Price in full in accordance
with this Section 2.
2.2.4
Each book entry for the Acquired Shares shall contain legends in substantially the following form:
THE OFFER AND SALE OF THE SECURITIES
REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BY AND AMONG THE ISSUER AND THE REGISTERED
HOLDER OF THE SECURITIES (OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.
2.3 The Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the
extent permitted by applicable law, the waiver by the Issuer, of each of the following conditions:
2.3.1
all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all
material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect
(as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except
for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations
and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall
be true and correct in all respects) as of such date) and the consummation of the Closing shall constitute a reaffirmation by Subscriber
of each of the representations and warranties of Subscriber contained in this Subscription Agreement as of the Closing Date;
2.3.2 Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;
2.3.3 no governmental authority of competent jurisdiction with respect to the sale of the Acquired Shares shall have issued,
enforced or entered any judgment or order (whether temporary, preliminary or permanent) which is then in effect and has the effect of
making consummation of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription; and
2.3.4 all conditions precedent to the Issuer’s obligation to effect the Transactions set forth in the Merger Agreement shall
have been satisfied or waived (as determined in good faith by the parties to the Merger Agreement and other than those conditions that
(i) may only be satisfied at the closing of the Transactions, but subject to the satisfaction or waiver of such conditions as of the closing
of the Transactions or (ii) will be satisfied by the Closing).
2.4 Subscriber’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or to the
extent permitted by applicable law, the written waiver by Subscriber, of each of the following conditions:
2.4.1
no suspension of the listing or qualification for offering or sale or trading on the Nasdaq Global Market (“Nasdaq”),
of the Common Shares, and to the Issuer’s knowledge, no initiation nor threatening of any proceedings for any of such purposes,
shall have occurred and be continuing, and the Acquired Shares shall have been approved for listing, subject to official notice of issuance,
on Nasdaq;
2.4.2
all representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all
material respects at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be
true and correct in all material respects as of such date), in each case except where such non-compliance, default or violation has not
had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
2.4.3
the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the
failure of such performance, satisfaction or compliance would not or would not reasonably be expected to prevent, materially delay or
materially impair the ability of the Issuer to consummate the Closing;
2.4.4
no governmental authority of competent jurisdiction with respect to the sale of the Acquired Shares shall have issued, enforced
or entered any judgment or order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation
of the Subscription illegal or otherwise preventing or prohibiting consummation of the Subscription; and
2.4.5
without limiting Section 2.4.6, all conditions precedent to the closing of the Transactions as set forth in the Merger
Agreement shall have been satisfied or waived (as determined in good faith by the parties to the Merger Agreement and other than those
conditions that (i) may only be satisfied at the closing of the Transactions, but subject to the satisfaction or waiver of such conditions
as of the closing of the Transactions or (ii) will be satisfied by the Closing).
2.5 Prior to or at the Closing, the parties hereto shall execute and deliver such additional documents and take such additional
actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this
Subscription Agreement.
2.6 In
the event that the closing of the Transactions (including, for the avoidance of doubt, the Merger Closing) does not occur within
three business days of the Scheduled Closing Date specified in the Closing Notice, unless otherwise agreed by the Issuer and
Subscriber, the Issuer shall instruct the Escrow Agent to promptly (but not later than five (5) business days after the Scheduled
Closing Date specified in the Closing Notice) return the funds delivered by Subscriber for payment of the Acquired Shares by wire
transfer in immediately available funds to the account specified in writing by Subscriber, and any book entries representing the
Acquired Shares shall be deemed cancelled. Notwithstanding such cancellation, failure to close on the Closing Date specified in the
Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to
be satisfied or waived, unless and until this Subscription Agreement is terminated in accordance with Section 7 herein,
Subscriber shall remain obligated (i) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new
Closing Notice with a new Closing Date in accordance with the terms and conditions of this Section 2 and (ii) upon
satisfaction or waiver of the conditions set forth in this Section 2 to consummate the Closing immediately prior to or
substantially concurrently with the consummation of the Transactions. For the avoidance of doubt, if any termination hereof occurs
after the delivery by Subscriber of the Purchase Price for the Acquired Shares, the Issuer shall promptly (and no later than three
business days after such termination) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately
available funds to the account specified by Subscriber without any deduction for or on account of any tax, withholding, charges or
set-off.
3.
Issuer Representations, Warranties and Covenants. The Issuer represents and warrants as of the date hereof and covenant
on the Closing Date, that:
3.1 As of the date hereof, the Issuer is an exempted company duly incorporated, validly existing and in good standing under
the laws of the Cayman Islands. As of the Closing Date, following the Domestication, the Issuer will be duly incorporated, validly existing
as a corporation and in good standing under the laws of the State of Delaware. The Issuer has, and will have following the Domestication,
the requisite power and authority to own, lease and operate its properties and conduct its business as presently conducted and as shall
be conducted following the Domestication and to enter into, deliver and perform its obligations under this Subscription Agreement.
3.2 As of the Closing Date, the Acquired Shares will have been duly authorized and, when issued and delivered to Subscriber
against full payment for the Acquired Shares in accordance with the terms of this Subscription Agreement, the Acquired Shares will be
validly issued, fully paid and non-assessable, free and clear of any liens or other restrictions whatsoever (other than those arising
under state or federal securities laws and the lock-up restrictions set forth herein) and will not have been issued in violation of or
subject to any preemptive or similar rights created under the Issuer’s organizational documents (as in effect at such time of issuance)
or under the laws of the Cayman Islands.
3.3 This Subscription Agreement and the Merger Agreement (collectively, the “Transaction Documents”) have
been duly authorized, executed and delivered by the Issuer and, assuming that the Transaction Documents have been duly authorized, executed
and delivered by the other parties thereto, constitute the valid and legally binding obligation of the Issuer, enforceable against the
Issuer in accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of
equity, whether considered at law or equity.
3.4 Assuming
the accuracy of Subscriber’s representations and warranties in Section 4, the execution and delivery by the Issuer of
the Transaction Documents, and the performance by the Issuer of their obligations under the Transaction Documents, including the
issuance and sale of the Acquired Shares and the consummation of the other transactions contemplated herein and therein, do not and
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to
the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which
the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, which
would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties,
financial condition, shareholders’ equity or results of operations of the Issuer (a “Material Adverse
Effect”) or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all
material respects with the terms of this Subscription Agreement; (ii) the organizational documents of the Issuer; or (iii) any
statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having
jurisdiction over the Issuer or any of its properties that would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in
all material respects with the terms of this Subscription Agreement.
3.5 As of the date hereof, except to the extent disclosed in the SEC Documents, there are no securities or instruments issued
by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Acquired
Shares that have not been or will not be validly waived on or prior to the Closing Date.
3.6 As
of the date hereof, except to the extent disclosed in the SEC Documents, assuming the accuracy of Subscriber’s representations
and warranties in Section 4, the execution, delivery and performance of this Subscription Agreement and the consummation by the
Issuer of the transactions that are the subject of this Subscription Agreement (including the issuance and sale of the Acquired Shares)
will not result in a default or violation (including any event which, with notice or the lapse of time or both, would constitute a default
or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit agreement,
guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party
or by which the Issuer’s properties or assets are bound, or (iii) any statute or any judgment, order, rule or regulation of any
court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the
case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.
3.7 Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other
federal, state, local or other governmental authority, self-regulatory organization, or other person in connection with the execution,
delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Acquired Shares),
other than: (i) the filing with the Commission of the Registration Statement (as defined below); (ii) the filings required by applicable
state or federal securities laws; (iii) the filings required in accordance with Section 8.13, (iv) those required by Nasdaq, including
with respect to obtaining shareholder approval; (v) any filing, the failure of which to obtain would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect or have a material adverse effect of the Issuer’s ability to consummate
the transactions contemplated hereby, including the sale and issuance of the Acquired Shares; and (vi) as set forth in the Merger Agreement.
3.8 As of the date hereof, the authorized share capital of the Issuer consists of (i) 1,000,000 preference shares, par value
$0.0001 per share (the “SPAC Preference Shares”), (ii) 200,000,000 Class A ordinary shares, par value $0.0001 per
share (the “SPAC Class A Shares”) and (iii) 20,000,000 Class B ordinary shares, par value $0.0001 per share (the “SPAC
Class B Shares”). As of the date hereof and as of immediately prior to the Domestication (A) no SPAC Preference Shares are
or will be issued and outstanding, (B) 2,444,075 SPAC Class A Shares are and will be issued and outstanding, (C) 8,050,000 SPAC Class
B Shares are and will be issued and outstanding, and (D) 10,000,000 warrants (the “SPAC Warrants”), each evidencing
the right to purchase one SPAC Class A Share at an exercise price of $11.50 per SPAC Class A Share, are and will be outstanding. All
(i) issued and outstanding SPAC Class A Shares and SPAC Class B Shares have been duly authorized and validly issued, are fully paid and
are non-assessable and are not subject to preemptive rights and (ii) outstanding warrants have been duly authorized and validly issued,
are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to the Merger Agreement, there are no
outstanding options, warrants or other rights to subscribe for, purchase or acquire from SPAC any SPAC Class A Shares, SPAC Class B Shares,
or other equity interests in SPAC, or securities convertible into or exchangeable or exercisable for such equity interests. As of the
date hereof, SPAC has no direct subsidiaries (other than the Issuer) and does not own, directly or indirectly, interests or investments
(whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or
other agreements or understandings to which SPAC is a party or by which it is bound relating to the voting of any securities of SPAC,
other than (A) as set forth in the SEC Documents (as defined below) and (B) as contemplated by the Merger Agreement.
3.9 Immediately following the Domestication, the authorized share capital of the Issuer will consist of (i) 10,000,000 shares
of preferred stock, par value $0.0001 per share (the “Preferred Stock”) and (ii) 260,000,000 Common Shares. As of immediately
following the Domestication: (A) no shares of Preferred Stock will be issued and outstanding, (B) Common Shares will be issued and outstanding,
and (C) 0 warrants, each evidencing the right to purchase one Common Share at an exercise price of $11.50 per Common Share, will be outstanding.
All (i) issued and outstanding Common Shares will have been duly authorized and validly issued, fully paid and are non-assessable and
are not subject to preemptive rights, and (ii) outstanding warrants will have been duly authorized and validly issued, fully paid and
will not be subject to preemptive rights. Except as set forth above and pursuant to the Merger Agreement, there will be no outstanding
options, warrants or other rights to subscribe for, purchase or acquire from the Issuer any Common Shares or other equity interests in
the Issuer, or securities convertible into or exchangeable or exercisable for such equity interests. As of immediately prior to the Domestication,
the Issuer will have no direct subsidiaries (other than Merger Sub) and will not own, directly or indirectly, interests or investments
(whether equity or debt) in any person, whether incorporated or unincorporated. There will be no shareholder agreements, voting trusts
or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities
of the Issuer, other than (A) as set forth in the SEC Documents (as defined below) and (B) as contemplated by the Merger Agreement.
3.10 The Issuer is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected
to have a Material Adverse Effect. The Issuer has not received any written communication from a governmental entity that alleges that
the Issuer is not in compliance with or are in default or violation of any applicable law, except where such non- compliance, default
or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
3.11 The issued and outstanding SPAC Class A Shares are (and following the Domestication, the Common Shares will be) registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for
trading on Nasdaq. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against
the Issuer by Nasdaq or the Commission with respect to any intention by such entity to deregister the SPAC Class A Shares or prohibit
or terminate the listing of the SPAC Class A Shares or Common Shares on Nasdaq. Except in the connection with the Transactions, the Issuer
has taken no action that is designed to terminate the registration of the SPAC Class A Shares under the Exchange Act or the listing of
the SPAC Class A Shares on Nasdaq.
3.12 Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities
Act of 1933, as amended (the “Securities Act”) is required for the offer and sale of the Acquired Shares by the Issuer
to Subscriber in the manner contemplated by this Subscription Agreement, and the Acquired Shares are not being offered in a manner involving
a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.
3.13 Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or
general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.
3.14 The Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a copy of each form, report,
statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since
its initial registration of the SPAC Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective
filing dates, complied in all material respects with the requirements of the Exchange Act and Securities Act applicable to the SEC Documents
and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed
under the Exchange Act (except to the extent that information contained in any SEC Document has been superseded by a later timely filed
SEC Document) contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, in the case of any SEC Document that is a registration statement,
or included, when filed, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, in the case of all other SEC Documents; provided,
that, with respect to the Transactions or any other information relating to the Transactions or to Target or any of its affiliates that
is included the proxy statement/prospectus to be filed by the Issuer in connection with the Transactions, any SEC Document or exhibit
thereto filed by the Issuer, the representation and warranty in this sentence is made to the Issuer’s knowledge. SPAC has timely
filed each SEC Document that the Issuer was required to file with the Commission since its inception. There are no material outstanding
or unresolved comments in comment letters from the staff of the Commission with respect to any of the SEC Documents.
3.15 Except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect, there is no (i) action, suit, claim or other proceeding pending, or, to the knowledge of the Issuer, threatened
against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against
the Issuer.
3.16 No
broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Acquired
Shares to Subscriber.
3.17 The Issuer is not, and immediately after receipt of payment for the Acquired Shares will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.
3.18 None
of the Issuer, its subsidiaries or any of its affiliates, nor any person acting on their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the
issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a)
of the Securities Act or otherwise.
3.19 The
Issuer will not directly or indirectly use the proceeds of the sale of the Acquired Shares, or lend, contribute or otherwise make available
such proceeds to a subsidiary, joint venture partner or other person or entity, (i) to fund a person or entity named on the List of Specially
Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions
Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
(collectively “OFAC Lists”), (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC
List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including
any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any
other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) that is a Designated National
(as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515) or (v) that is a non-U.S. shell bank or providing banking services
indirectly to a non-U.S. shell bank.
4.
Subscriber Representations and Warranties. Subscriber represents and warrants as of the date hereof and covenants
that on the Closing Date, that:
4.1 Subscriber has been duly formed or incorporated and is validly existing in good standing (to the extent the concept of good
standing is applicable in such jurisdiction) under the laws of its jurisdiction of incorporation or formation, with the requisite entity
power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.
4.2 This Subscription Agreement has been duly authorized, executed and delivered by Subscriber. Assuming the due authorization,
execution and delivery of the same by the Issuer, this Subscription Agreement constitutes the valid and legally binding obligation of
Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited or otherwise affected
by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of
creditors generally and (ii) principles of equity, whether considered at law or equity.
4.3 The execution and delivery by Subscriber of this Subscription Agreement, and the performance by Subscriber of its obligations
under this Subscription Agreement, including the purchase of the Acquired Shares and the consummation of the other transactions contemplated
herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to
the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber
is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably
be expected to have a material adverse effect on the business, properties, financial condition, shareholders’ equity or results
of operations of Subscriber, taken as a whole (a “Subscriber Material Adverse Effect”), or materially affect the legal
authority of Subscriber to comply in all material respects with the terms of this Subscription Agreement; (ii) the organizational documents
of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or
foreign, having jurisdiction over Subscriber or any of Subscriber’s properties that would reasonably be expected to have a Subscriber
Material Adverse Effect or materially affect the legal authority of Subscriber to comply in all material respects with this Subscription
Agreement.
4.4 Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501) under the Securities Act), in each case, satisfying the applicable requirements set
forth on Schedule A, (ii) is acquiring the Acquired Shares only for its own account and not for the account of others, or if
Subscriber is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of such
account is a “qualified institutional buyer” or an “accredited investor” (each as defined above) and
Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the
acknowledgements, representations and agreements herein on behalf of each owner of each such account and (iii) is not acquiring the
Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act. Subscriber has completed Schedule A following the signature page hereto and the information contained therein is
accurate and complete in all material respects. Subscriber is not an entity formed for the specific purpose of acquiring the
Acquired Shares, unless Subscriber is a newly formed entity in which all of the equity owners are accredited investors, and is an
“institutional account” as defined by FINRA Rule 4512(c). Accordingly, Subscriber is aware that this offering of the
Acquired Shares meets the exemptions from filing under FINRA Rule 5123(b)(1)(A), (C) or (J).
4.5 Subscriber understands that the Acquired Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. Subscriber understands
that the Acquired Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration
statement under the Securities Act, except: (i) to the Issuer or a subsidiary thereof; (ii) to non-U.S. persons pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S under the Securities Act; (iii) pursuant to Rule 144 promulgated
under the Securities Act (“Rule 144”), provided that all of the applicable conditions thereof have been met;
or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, including pursuant to a private
sale effected under Section 4(a)(7) of the Securities Act or applicable formal or informal Commission interpretation or guidance, such
as a so-called “4(a)(1) and a half” sale, and that any book-entry records representing the Acquired Shares shall contain a
legend to such effect. Subscriber acknowledges that the Acquired Shares will not be eligible for resale pursuant to Rule 144A under the
Securities Act. Subscriber understands and agrees that the Acquired Shares will be subject to the foregoing transfer restrictions and,
as a result of these transfer restrictions, Subscriber may not be able to readily resell the Acquired Shares and may be required to bear
the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber acknowledges and agrees that the
Acquired Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 until at least one year from
the filing of certain required information with the Commission after the Closing Date. Subscriber understands that it has been advised
to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Shares.
4.6 Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber
further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or
any of its control persons, officers, directors, employees, partners, agents or representatives, any other party to the Transactions or
any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included
in this Subscription Agreement. Subscriber acknowledges that certain information provided by the Issuer was based on projections, and
such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in
the projections.
4.7 Subscriber’s acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited
transaction under section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.
4.8 In
making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its own
independent investigation and the Issuer’s representations and warranties in Section 3. Subscriber acknowledges and
agrees that Subscriber has received and has had the opportunity to review such information as Subscriber deems necessary in order to
make an investment decision with respect to the Acquired Shares, including with respect to the Issuer, Target, and the Transactions.
Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have (i) had the full
opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares, (ii)
conducted and completed its own independent due diligence with respect to the Transactions, and (iii) has reviewed the SEC Documents
and the Merger Agreement. Except for the representations, warranties and agreements of the Issuer expressly set forth in this
Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence
(including professional advice it deems appropriate) with respect to the Transactions, the Acquired Shares and the business,
condition (financial and otherwise), management, operations, properties and prospects of the Issuer including,
but not limited to, all business, legal, regulatory, accounting, credit and tax matters.
4.9 Subscriber became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and
the Issuer Target or a representative of the Issuer and the Acquired Shares were offered to Subscriber solely by direct contact between
Subscriber and the Issuer or Target or a representative of the Issuer. Subscriber did not become aware of this offering of the Acquired
Shares, nor were the Acquired Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Issuer represents and
warrants that the Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being
offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities
laws.
4.10 Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Acquired Shares, including those set forth in the SEC Documents. Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Acquired Shares, and Subscriber has sought such accounting,
legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Accordingly, Subscriber acknowledges
that the offering of the Acquired Shares meets the institutional account exemptions from filing under FINRA Rule 2111(b).
4.11 Subscriber acknowledges and agrees that neither the Issuer nor any of its respective affiliates (nor any officer, director,
employee or representative of any of the Issuer or its respective affiliates) has provided Subscriber with any information or advice with
respect to the Acquired Shares, nor is such information or advice necessary or desired. Subscriber acknowledges that neither the Issuer,
its affiliates, nor any of its officers, directors, employees, representatives or controlling persons have (i) made any representation
as to the Issuer or the quality of the Acquired Shares; (ii) made an independent investigation with respect to the Issuer or the Acquired
Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer; (iii) acted as Subscriber’s
financial advisor or fiduciary in connection with the issuance and purchase of the Acquired Shares; or (iv) prepared a disclosure or offering
document in connection with the offer and sale of the Acquired Shares.
4.12 Subscriber
acknowledges and agrees that neither the Issuer, any affiliate of the Issuer, nor any of its officers, directors, employees, representatives
or controlling persons will have any liability to Subscriber in connection with Subscriber’s purchase of the Acquired Shares. Without
limitation of the foregoing, Subscriber hereby further acknowledges and agrees that the Issuer will have no responsibility with respect
to (A) any representations, warranties or agreements made by any person or entity under or in connection with the transactions contemplated
hereby or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability
(with respect to any person) of any thereof, or (B) the financial condition, business, or any other matter concerning the Issuer or the
transactions contemplated hereby.
4.13 Subscriber
represents and acknowledges that Subscriber, alone or together with any professional advisor(s), has analyzed and considered the risks
of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Subscriber and that Subscriber
is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the
Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.
4.14 Subscriber understands that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired
Shares or made any findings or determination as to the fairness of an investment in the Acquired Shares.
4.15 Subscriber is not (i) a person or entity named on the OFAC Lists, (ii) owned or controlled by, or acting on behalf of, a
person, that is named on an OFAC List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national,
or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea
region of Ukraine, or any other country or territory embargoed or subject to substantial trade, economic and financial restrictions by
the United States (including without limitation the U.S. Department of the Treasury, Office of Foreign Assets Control, the U.S. Department
of State, and the U.S. Department of Commerce), the European Union and enforced by its member states, the United Nations and the United
Kingdom, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank
or providing banking services indirectly to a non-U.S. shell bank. Subscriber represents that if it is a financial institution subject
to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations
(collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply
with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies
and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its
investors against the OFAC Lists. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures
reasonably designed to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived and any
returns from Subscriber’s investment will not be used to finance any illegal activities.
4.16 Subscriber
is not owned or controlled by or acting on behalf of (in connection with this Transaction), a person or entity resident in, or whose
funds used to purchase the Acquired Shares are transferred from or through, a country, territory or entity that (i) has been designated
as non-cooperative with international anti-money laundering or counter terrorist financing principles or procedures by the United States
or by an intergovernmental group or organization, such as the Financial Action Task Force, of which the United States is a member; (ii)
is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; or (iii) has
been designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as warranting special measures due to money
laundering concerns (any such country or territory, a “Non-cooperative Jurisdiction”), or an entity or individual
that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction.
4.17 Subscriber
does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such Subscriber has not entered
into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or Short Sale positions
with respect to the securities of the Issuer. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have
no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Acquired Shares covered by this Agreement.
4.18 Subscriber
is not currently (and at all times through the Closing will refrain from being or becoming) a member of a “group” (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring,
holding, voting or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).
4.19 If Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan,
an individual retirement account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets
are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each,
an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA),
a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is
not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,”
and together with the ERISA Plans, the “Plans”) Subscriber represents and warrants that (i) neither the Issuer, nor
any of its respective affiliates (the “Transaction Parties”) has provided investment advice or has otherwise acted
as a Plan’s fiduciary, with respect to its decision to acquire and hold the Acquired Shares, and none of the Transaction Parties
is or shall at any time be a Plan’s fiduciary with respect to any decision to acquire and hold the Acquired Shares, and none of
the Transaction Parties is or shall at any time be a Plan’s fiduciary with respect to any decision in connection with Subscriber’s
investment in the Acquired Shares; and (ii) its purchase of the Acquired Shares will not result in a non-exempt prohibited transaction
under section 406 of ERISA or section 4975 of the Code, or any applicable Similar Law.
4.20 At the Purchase Price Payment Date, Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section
2.2.1.
4.21 Subscriber
agrees that no party to the Merger Agreement, including any such party’s representatives, affiliates or any of its or their control
persons, officers, directors or employees, that is not a party hereto, shall be liable to Subscriber pursuant to this Subscription Agreement
for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Acquired Shares.
4.22 Subscriber
understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Issuer.
5.
Registration Rights.
5.1 The
Issuer agrees that, as soon as practicable (but in any case within 60 calendar days after the consummation of the Transactions (the
“Filing Date”)), the Issuer shall file with the Commission (at the Issuer’s sole cost and expense) a
registration statement (the “Registration Statement”), registering the resale of the Acquired Shares (which may
be a “shelf” registration statement), which Registration Statement may include shares of the Issuer’s common stock
issuable upon exercise of outstanding warrants or those held by Innovative International Sponsor I LLC, a Delaware limited liability
company (the “Sponsor”), and the Issuer shall use its commercially reasonable efforts to have the Registration
Statement, or another shelf registration statement that includes Acquired Shares to be declared effective as soon as practicable
after the filing thereof. The Issuer agrees to cause such Registration Statement, or another shelf registration statement that
includes the Acquired Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i) the
second anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Registrable Securities covered by such
Registration Statement, or (iii) on the first date on which the Investor is able to sell all of its Registrable Securities issued
pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 promulgated under the Securities
Act (“Rule 144”) without limitation as to the manner of sale or the amount of such
securities that may be sold.); provided, however, that the Issuer’s obligations to include the Acquired Shares
in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding
Subscriber, the securities of the Issuer held by Subscriber, and the intended method of disposition of the Acquired Shares as shall
be reasonably requested by the Issuer to effect the registration of the Acquired Shares (including but not limited to
Subscriber’s beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act), and Subscriber shall
execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling
stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness
or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided,
that, Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be
subject to any contractual restriction on the ability to transfer the Acquired Shares (other than any such restrictions that may
exist hereunder). Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares
proposed to be registered under the Registration Statement for the resale of the Acquired Shares or other shares included in the
Registration Statement by the applicable stockholders or otherwise, such Registration Statement shall register for resale such
number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event,
the number of Common Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro
rata among all such selling stockholders. Upon notification by the Commission that the Registration Statement has been declared
effective by the Commission, within five business days thereafter, the Issuer shall file the final prospectus under Rule 424 of the
Securities Act. The Issuer will provide a draft of the Registration Statement to Subscriber for review (but not comment) reasonably
in advance of filing the Registration Statement; provided, that, for the avoidance of doubt, in no event shall the Issuer be
required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s
review. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the
Commission; provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the
Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. Subscriber shall not be
entitled to use the Registration Statement for an underwritten offering of Acquired Shares. For purposes of clarification, any
failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the
Effective Date shall not otherwise relieve the Issuer of its obligations to file the Registration Statement or effect the
registration of the Acquired Shares set forth in this Section 5. For purposes of this Section 5, “Acquired
Shares” shall include any equity security of the Issuer issued or issuable with respect to the Acquired Shares by way of
share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise.
5.2 In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable
request, inform Subscriber as to the status of such registration. At its expense the Issuer shall:
5.2.1 except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws that the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable
Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the
earliest of the following to occur: (i) Subscriber ceases to hold any Acquired Shares, (ii) the date all Acquired Shares held by
Subscriber may be sold under Rule 144 within 90 calendar days, without limitation as to any public information, volume and manner of
sale restrictions and without the requirement for the Issuer to be in compliance with the current public information required under
Rule 144(c)(1) or Rule 144(i)(2), and (iii) the date that is two years from the Effective Date of the Registration Statement.
5.2.2 advise Subscriber within three business days:
(a)
when a Registration Statement or any amendment thereto has been filed with the Commission and when becomes effective;
(b)
of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included
therein or for additional information;
(c)
of the issuance by the Commission of any stop order suspending the
effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;
(d)
of the receipt by the Issuer of any notification with
respect to the suspension of the qualification of the Acquired Shares included therein for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and
(e)
in accordance with Section 5.3 of this Subscription
Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so
that, as of such date, any Registration Statement does not contain an untrue statement of a material fact or does not omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, or any prospectus does not
include an untrue statement of a material fact or does not omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
Notwithstanding anything to
the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material,
nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events
listed in Section 5.2.2(a) through Section 5.2.2(e) above constitutes material, nonpublic information regarding the Issuer;
5.2.3 use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;
5.2.4 upon the occurrence of any event contemplated in Section 5.2.2(e), except for such times as the Issuer is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially
reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading;
5.2.5
use its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market,
if any, on which the SPAC Class A Shares issued by the Issuer have been listed;
5.2.6
use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired Shares
contemplated hereby and, for so long as Subscriber holds Acquired Shares, to enable Subscriber to sell the Acquired Shares under Rule
144; and
5.2.7
subject to receipt from Subscriber by the Issuer and its transfer agent of customary representations and other documentation
reasonably acceptable to the Issuer and the transfer agent in connection therewith, including, if required by the transfer agent, an opinion
of the Issuer’s counsel, in a form reasonably acceptable to the transfer agent, to the effect that the removal of such restrictive
legends in such circumstances may be effected under the Securities Act, upon Subscriber’s request, the Issuer will reasonably cooperate
with the Issuer’s transfer agent, such that any remaining restrictive legend set forth on such Acquired Shares will be removed from
the book entry position evidencing its Acquired Shares following the earliest of such time as such Acquired Shares hereunder are either
eligible to be sold (i) pursuant to an effective registration statement or (ii) without restriction under, and without the requirement
for the Issuer to be in compliance with the current public information requirements of, Rule 144 under the Securities Act. The Issuer
shall be responsible for the fees of its transfer agent, its legal counsel and all Depository Trust Company fees associated with such
issuance.
5.3 Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the filing or
effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration
Statement or to suspend the effectiveness or use thereof, if it determines, upon the advice of outside legal counsel, that the
negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event, the Issuer reasonably believes would require additional disclosure by the Issuer in the
Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential and the
non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer, upon advice
of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such
circumstance, a “Suspension Event”). Upon receipt of any written notice from the Issuer of the happening of any
Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the
Registration Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, or any related prospectus includes any untrue statement of a
material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, Subscriber agrees that (i) it will immediately discontinue offers and
sales of the Acquired Shares under the Registration Statement until Subscriber receives copies of a supplemental or amended
prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and
receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume
such offers and sales and (ii) it will maintain the confidentiality of any information included in such written notice delivered by
the Issuer unless otherwise required by law or subpoena. Notwithstanding anything to the contrary, the Issuer shall use its
commercially reasonable efforts to cause its transfer agent to deliver unlegended shares to a transferee of Subscriber in connection
with any sale of Acquired Shares with respect to which Subscriber has entered into a contract for sale, prior to Subscriber’s
receipt of the notice of a Suspension Event and which has not yet settled. If so directed by the Issuer, Subscriber will deliver to
the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Acquired Shares in
Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the
prospectus covering the Acquired Shares shall not apply (A) to the extent Subscriber is required to retain a copy of such prospectus
(x) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a
bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic
data back-up. In addition, Subscriber agrees that any sales under the Registration Statement will be
suspended from the time that the Issuer files its first annual report on Form 10-K with the Commission after the Effective Date
until such time as the Commission declares any applicable post-effective amendment to the Registration Statement effective. The
Issuer shall use its commercially reasonable efforts to limit such period of suspension and shall notify Subscriber when sales can
recommence under the Registration Statement within two business days of the Effective Date. For the avoidance of doubt, such
suspension shall not constitute a Suspension Event or be subject to any of the provisions relating thereto in this Section 5.3 (other
than with respect to notification of the occurrence of such suspension).
5.4 Subscriber may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber
not receive notices from the Issuer otherwise required by this Section 5; provided, however, that Subscriber may
later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked),
(i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with
any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify
the Issuer in writing at least two business days in advance of such intended use, and if a notice of a Suspension Event was previously
delivered (or would have been delivered but for the provisions of this Section 5.4) and the related suspension period remains in
effect, the Issuer will so notify Subscriber, within one business day of Subscriber’s notification to the Issuer, by delivering
to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the
conclusion of such Suspension Event or other event immediately upon its availability.
5.5 The
Issuer shall, indemnify, defend and hold harmless Subscriber (to the extent a seller under the Registration Statement), its
directors, officers, agents, trustees, affiliates, advisers and employees and each person who controls Subscriber (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law,
from and against any and all out-of-pocket losses, claims, damages, liabilities, costs (including reasonable attorneys’ fees)
and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in the Registration Statement or in any amendment or supplement thereto, or arising
out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading or (ii) any untrue or alleged untrue statement of a material fact included in any prospectus
included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation or
alleged violation by the Issuer of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder
in connection with the performance of its obligations under this Section 5, except to the extent, but only to the extent,
that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding
Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein or Subscriber has omitted a material fact from
such information; provided, however, that the indemnification contained in this Section 5 shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the consent of the Issuer (which consent shall not be
unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable for any Losses to the extent they arise out of or are
based upon a violation that occurs (A) in reliance upon and in conformity with written information furnished by Subscriber, (B) in
connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Issuer in a timely
manner or (C) in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 5.3
hereof. The Issuer shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in
connection with the transactions contemplated by this Section 5
of which the Issuer receives notice in writing.
5.6 Subscriber shall indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each person
who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, that arise out of or are based upon (i) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement or in any amendment or supplement thereto or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading
or (ii) any untrue or alleged untrue statement of a material fact included in any prospectus included in the Registration Statement, or
any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading but only to the extent that such untrue or alleged untrue statements or omissions or alleged omissions
are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein or a material
fact that Subscriber has omitted from such information; provided, however, that the indemnification contained in this Section
5.6 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which
consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability of Subscriber be greater in amount
than the dollar amount of the net proceeds received by Subscriber upon the sale of the Acquired Shares giving rise to such indemnification
obligation. Subscriber shall notify the Issuer promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Section 5.6 of which Subscriber is aware.
5.7 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of
any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any
person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless, in such indemnified party’s reasonable judgment, a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed).
An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such
indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to
the entry of any judgment or enter into any settlement that cannot be settled in all respects by the payment of money (and such money
is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of
fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
5.8 The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person or entity
of such indemnified party and shall survive the transfer of the Acquired Shares purchased pursuant to this Subscription Agreement
solely with respect to Losses that occur or arise out of indemnifiable acts or omissions during the time that the Subscriber owns
the Acquired Shares.
5.9 In the event Subscriber becomes a party to the Amended and Restated Registration Rights Agreement entered into by certain
shareholders of the Issuer in connection with the Merger Closing (the “Registration Rights Agreement”), this Section
5 shall not apply and not be effective with respect to such Subscriber. For the avoidance of doubt, the Issuer acknowledges and agrees
that Subscriber is not party to the Registration Rights Agreement.
6.
Transfer Restrictions.
6.1 The Subscriber shall not Transfer (as defined below) any Acquired Shares until the earlier of (i) twelve months after
the Merger Closing or (ii) subsequent to the Issuer’s initial business combination the date on which the Issuer completes a
liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Issuer’s shareholders
having the right to exchange their Common Shares for cash, securities or other property.
6.2 Notwithstanding the provisions set forth in Section 6.1, Transfers of the Acquired Shares that are held by the
Subscriber or any of its permitted transferees (that have complied with this Section 6.2), are permitted (i) to the Issuer’s
officers or directors, any affiliates or family members of any of the Issuer’s officers or directors, any members of the Subscriber,
or any affiliates of the Subscriber; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate
family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or
to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death
of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers
by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at
which the securities were originally purchased; (vi) transfers in the event of the Issuer’s liquidation prior to the completion
of an initial business combination and (vii) transfers required by applicable law; provided, however, that in the case of clauses (i) through
(v), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein. As
used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or
increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction
is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any
transaction specified in clause (x) or (y).
7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect (except for those provisions expressly
contemplated to survive termination of this Subscription Agreement in accordance with Section 9.4), and all rights and
obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof
(except for those provisions expressly contemplated to survive termination of this Subscription Agreement in accordance with Section
9.4), upon the earliest to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms
without being consummated, (ii) upon the mutual written agreement of each of the parties hereto and Target to terminate this
Subscription Agreement, and (iii) if any of the conditions of Closing set forth in Section 2 are not satisfied on or prior to
the earlier of the Closing Date and the Outside Date (as filed with the Commission on or shortly after the date hereof) and, as a
result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided
that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination or common
law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at
law or in equity to recover losses, liabilities or damages arising from such breach or fraud. The Issuer shall promptly notify
Subscriber of the termination of the Merger Agreement promptly after the termination of such agreement,
and shall instruct the Escrow Agent to promptly return any monies paid by the Subscriber to the Escrow Account in connection
herewith to the Subscriber. Notwithstanding the foregoing, the provisions of paragraph 8 shall survive indefinitely.
8.
Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges
to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving
the Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating
to its initial public offering dated October 26, 2021 (the “Prospectus”), available at www.sec.gov, substantially all
of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its
securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for
the benefit of the Issuer, its public shareholders and the underwriters of the Issuer’s initial public offering. Except with respect
to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the cash
in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer entering
into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its
affiliates, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have in the future
arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse against the
Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby, or the Acquired Shares,
regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability; provided, however,
that nothing in this Section 8 shall (i) serve to limit or prohibit Subscriber’s right to pursue a claim against the Issuer
for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit
or prohibit any claims that Subscriber may have in the future against the Issuer’s assets or funds that are not held in the Trust
Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any
such funds) or (iii) be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such
Subscriber’s record or beneficial ownership of SPAC Class A Shares acquired by any means other than pursuant to this Subscription
Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer.
9.
Miscellaneous.
9.1
Each party hereto acknowledges that the other party hereto and the Target will rely on
the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement; provided, however,
that this Section 9.1 shall not give any such party any rights other than those expressly set forth herein. Prior to the
Closing, each party hereto agrees to promptly notify the other party hereto if any of the acknowledgments, understandings,
agreements, representations and warranties made by such party as set forth herein are no longer accurate in all material respects.
Subscriber further acknowledges and agrees that each purchase by Subscriber of Acquired Shares from the Issuer will constitute a
reaffirmation to the Issuer of the acknowledgments, understandings, agreements, representations and warranties herein (as modified
by any such notice) by Subscriber as of the time of such purchase.
9.2 Each of the Issuer, the Target and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy
hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby
to the extent required by law or by regulatory bodies.
9.3 Notwithstanding anything to the contrary in this Subscription Agreement, prior to the Closing, Subscriber may not transfer
or assign all or a portion of its rights under this Subscription Agreement, other than to one or more of its affiliates (including other
investment funds or accounts managed or advised by Subscriber or the investment manager or advisor who acts on behalf of Subscriber or
an affiliate thereof or by an affiliate of such investment manager or advisor) without the prior consent of the Issuer; provided
that such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Subscription Agreement,
makes the representations and warranties in Section 4 and completes Schedule A hereto. In the event of such a transfer or
assignment, Subscriber shall complete the form of assignment attached as Schedule B hereto.
9.4 All the agreements, representations, warranties, and covenants made by each party hereto in this Subscription Agreement
shall survive the Closing. All of the covenants and agreements made by each party in this Subscription Agreement shall survive the Closing
until the applicable statute of limitations or in accordance with their respective terms.
9.5 The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate
the eligibility of Subscriber to acquire the Acquired Shares and to register the resale of the Acquired Shares, and Subscriber shall provide
such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies
and procedures; provided that the Issuer agrees to keep any such information provided by Subscriber confidential.
9.6 This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
9.7 Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective affiliates and their respective heirs, executors, administrators, successors, legal representatives
and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed
to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.
9.8 If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in
full force and effect.
9.9 This Subscription Agreement may be executed in two or more counterparts (including by electronic means), all of which shall
be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties,
it being understood that all parties need not sign the same counterpart.
9.10 Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein.
9.11 The
parties hereto acknowledge and agree that (i) this Subscription Agreement is being entered into in order to induce the Issuer to consummate
the Transactions and (ii) irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were
not performed in accordance with their specific terms or were otherwise breached and that money or other legal remedies would not be
an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the
form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at
law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that Target shall be entitled to rely on
the provisions of the Subscription Agreement of which Target is a third party beneficiary on the terms and subject to the conditions
set forth herein. The parties hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond
in connection with any such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 9.11
is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action
for specific performance, including the defense that a remedy at law would be adequate..
9.12 Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed
or telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and
shall be deemed to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback or
confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently
designate by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email or (iv)
five business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate
by notice given hereunder:
if to Subscriber, to such address or addresses
set forth on the signature page hereto;
if to the Issuer, to:
Innovative International Acquisition Corp.
24681 La Plaza Ste 300
Dana Point, CA 92629
Attention: Elaine Price
with required copies (which copies shall not constitute notice)
to:
McDermott Will & Emery
One Vanderbilt Avenue
New York, NY 10017
Attention: Ari Edelman
Email: aedelman@mwe.com
9.13 This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.
9.13.1
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE
STATE OF NEW YORK, SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS
REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO
ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT
THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT
BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO
IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE
OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT
MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER
PROVIDED IN SECTION 9.12 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.
9.13.2
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER
VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER
AND CERTIFICATIONS IN THIS SECTION 9.13.
9.14 The
Issuer shall, by 9:00 a.m., New York City time, on the second business day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the
“Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and the
Transactions. From and after the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber shall not be in
possession of any material, nonpublic information received from the Issuer or any of its officers, directors or employees.
Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of
Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates, without the prior written consent
of Subscriber, (i) in any press release (ii) or in any filing with the Commission or any regulatory agency or trading market, except
(A) as required by the federal securities law in connection with the Registration Statement, or (B) to the extent such disclosure is
required by law, at the request of the staff of the Commission or regulatory agency or under the regulations of Nasdaq or by any
other governmental authority, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure
permitted under the foregoing clause (ii).
9.15 This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed
by the party against whom enforcement of such amendment, modification, supplement or waiver is sought; provided that any rights
(but not obligations) of a party under this Subscription Agreement may be waived, in whole or in part, by an instrument in writing, signed
by the party against whom enforcement of such waiver is sought.
9.16 No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no
course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or
partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right
of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.
9.17 The headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed
to limit or affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen
by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the
context otherwise requires, (i) all references to Sections, Annexes or Exhibits are to Sections, Annexes or Exhibits contained in or attached
to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has the meaning assigned
to it in accordance with GAAP, (iii) words in the singular or plural include the singular and plural and pronouns stated in either the
masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the word “including”
in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive.
[Signature pages follow]
IN WITNESS WHEREOF, each of SPAC, the Issuer,
and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date
first written above.
|
INNOVATIVE
INTERNATIONAL ACQUISITION CORP. |
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By: |
/s/
Madan Menon |
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Name: Madan
Menon |
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Title: Chief
Operating Officer |
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ANANDA
SMALL BUSINESS TRUST |
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By: |
/s/
Mohan Ananda |
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Name: Mohan
Ananda |
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Title: Authorized
Officer of the Trustee, LVN Enterprises, Inc. |
|
|
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SUBSCRIBER:
Name of Subscriber: ANANDA SMALL BUSINESS
TRUST
Signature of Subscriber:
|
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By: |
/s/ Mohan Ananda |
|
Name: |
Mohan Ananda |
|
Title: |
Authorized Officer of the Trustee, LVN Enterprises, Inc. |
|
|
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Name in which securities are to be registered
(if different): |
|
|
|
Email Address: |
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Subscriber’s EIN (as applicable): _______________ |
|
|
|
Address:
Attn: _______________________________ |
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|
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Telephone No.: __________________________ |
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Facsimile No.: __________________________ |
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Aggregate Number of Acquired Shares subscribed for: 1,666,666 |
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Aggregate Purchase Price: USD $5,000,000 |
|
EIN Number (as applicable): |
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You must pay the Purchase Price by wire transfer of U.S. dollars in
immediately available funds to the account specified by the Issuer in the Closing Notice.
Exhibit 10.2
FIRST AMENDMENT
TO LOCK-UP AGREEMENT
This
First Amendment To Lock-Up Agreement, dated as of December 19, 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.
WHEREAS,
on October 13, 2022, (i) the SPAC, (ii) Zoomcar, Inc., a Delaware corporation (the “Company”), (iii) Innovative
International Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the SPAC (“Merger Sub”),
and (iv) Greg Moran, in the capacity as the Seller Representative (as defined in the Merger Agreement), entered into that certain Agreement
and Plan of Merger and Reorganization (as may be amended, modified or supplemented from time to time in accordance with the terms thereof,
the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, among other matters,
(i) the SPAC will domesticate as a Delaware corporation in accordance with the applicable provisions of the Delaware General Corporation
Law and the Cayman Islands Companies Act (as revised) (the “Domestication”) and (ii) immediately following
the consummation of the Domestication, Merger Sub will merge with and into Zoomcar (the “Merger” and, together
with the Domestication, the “Transactions”), with Zoomcar surviving the Merger;
WHEREAS, the Securityholder
is a holder of the Company Securities in such amounts and classes or series as set forth underneath such Securityholder’s name
on the signature page hereto;
WHEREAS,
pursuant to the Merger Agreement, the parties entered into the Lock-Up Agreement, pursuant to which the Lock-up Shares (as defined
therein) are subject to limitations on disposition as set forth therein;
WHEREAS,
the SPAC and the Securityholder desire to amend the Lock-Up Agreement on the terms and conditions set forth below; and
WHEREAS, pursuant to Section 7 of
the Lock-Up Agreement, the Lock-Up Agreement can be amended with the written consent of the Company and the Securityholder.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other
good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof,
the parties hereto agree as follows:
1. Amendment to Lock-Up Agreement.
(a)
Section 3 of the Lock-Up is hereby amended and restated to provide as follows:
“The
Lock-up Period shall terminate upon the earlier of (i) twelve months after the Closing Date or (ii) subsequent to the Merger the date
on which the Domesticated SPAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transactions
that results in all of the Domesticated SPAC’s stockholders having the right to exchange their shares of cash, securities or other
property.”
2. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Lock-Up Agreement are and shall
remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly
or by implication, an amendment or waiver of any provision of the Lock-Up Agreement, or any other right, remedy, power or privilege of
any party thereto, except as expressly set forth herein. Any reference to the Lock-Up or any other agreement, document, instrument or
certificate entered into or issued in connection therewith shall hereinafter mean the Lock-Up Agreement, as amended by this Amendment
(or as the Lock-Up Agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall
be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Lock-Up Agreement.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
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SPAC: |
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INNOVATIVE INTERNATIONAL
ACQUISITION CORP. |
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By: |
/s/ Madan Menon |
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Name: |
Madan Menon |
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Title: |
Chief Operating Officer |
{Additional Signature
on the Following Page}
IN WITNESS WHEREOF,
the parties have executed this Amendment as of the date first written above.
SECURITYHOLDER: |
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ANANDA SMALL BUSINESS TRUST |
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By: |
/s/ Mohan Ananda |
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Name: |
Mohan Ananda |
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Title: |
Authorized Officer of the Trustee, LVN Enterprises, Inc. |
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Number and Type of Security: |
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Company Common Stock: |
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Company Preferred Stock: |
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Address for Notice: |
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Address: |
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Telephone No.: |
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Email: |
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Exhibit 99.1
Speech
Transcript: Unlocking the Future of Shared Mobility
Ladies
and Gentlemen,
Good
day to you all. As the Chairman and CEO of Innovative International Acquisition Corp, I stand before you with great enthusiasm to share
our excitement about the upcoming business combination with a true pioneer in the mobility sector, Zoomcar.
In
recent conversations with some of our esteemed investors, I've been asked why we are so keenly interested in Zoomcar. Today, I want to
take this opportunity to elaborate on the remarkable journey of Zoomcar and why we believe it holds tremendous potential for our investors
and the future of shared mobility.
Zoomcar:
A Trailblazer in Shared Mobility
Zoomcar,
founded in 2013, has been at the forefront of transforming the traditional car rental industry. What sets Zoomcar apart is its unique
blend of technology, innovation, and a business model that empowers not just the company but also the individuals it serves.
Empowering
Micro Entrepreneurs: A Unique Business Model
At
the heart of Zoomcar's success is its innovative approach to turning individual car owners into micro-entrepreneurs. By allowing them
to list their cars on the platform for rental, Zoomcar opens up new avenues of income for these individuals. This model not only addresses
the underutilization of privately owned vehicles but also provides a platform for hosts to set their own rental terms, giving them control
over their entrepreneurial journey.
Zoomcar
has successfully attracted a diverse range of hosts, from individual car owners looking to monetize their idle vehicles to small fleet
owners seeking expansion. The simplicity of onboarding and the flexibility offered by Zoomcar make it an attractive proposition for anyone
looking to enter the car rental space without the traditional complexities associated with fleet management.
Zoomcar's
Resemblance to Airbnb: A Paradigm Shift in Auto Renting
Drawing
a parallel to the success story of Airbnb is not just a comparison but a recognition of a paradigm shift in the auto renting space. Much
like Airbnb transformed the hospitality industry, Zoomcar is reshaping how we think about car rentals. The peer-to-peer car-sharing model
is not just cost-effective and convenient for renters but also opens up new revenue streams for hosts.
The
potential for Zoomcar to build a global community of car owners and renters is immense. The transformative impact on traditional industries,
challenging norms, and creating opportunities for active participation in the sharing economy mirrors the journey of Airbnb in the hospitality
sector.
Expanding
Horizons: From India to Global Markets
Zoomcar's
journey began in India, where it quickly addressed the challenges of last-mile connectivity and offered a convenient alternative to traditional
car ownership. The success in India laid the foundation for international expansion, with strategic ventures into markets like Egypt
and Indonesia.
The
move into these diverse markets showcased Zoomcar's adaptability and scalability. The positive reception indicates the global appeal
of the shared mobility model and sets the stage for further expansion into new territories.
Future
Growth Opportunities: A World of Possibilities
Looking
forward, the growth opportunities for Zoomcar are vast and exciting. Here are some key factors that will drive Zoomcar's future success:
| 1. | Global
Expansion: Zoomcar
has the potential to expand into additional countries, tapping into the growing demand for
flexible and sustainable mobility solutions. |
| 2. | Diversification
of Services: Exploring
opportunities to diversify services, such as introducing electric or hybrid vehicle fleets,
aligning with the global push for sustainable transportation. |
| 3. | Technology
Advancements: Continued
investment in technology, including artificial intelligence and data analytics, to enhance
the user experience, optimize fleet management, and enable predictive maintenance. |
| 4. | Collaborations
and Partnerships: Strategic
collaborations with other players in the mobility ecosystem, creating synergies and expanding
Zoomcar's reach. |
| 5. | Regulatory
Engagement: Proactive
engagement with regulators to address legal or regulatory challenges, creating a conducive
environment for shared mobility services. |
| 6. | Community
Building: Fostering
a sense of community among hosts and renters, contributing to brand loyalty and organic growth. |
| 7. | Continuous
Innovation: Staying
at the forefront of innovation in the mobility space, exploring emerging technologies like
autonomous vehicles or connected car solutions. |
Conclusion:
Driving into a Shared and Connected Future
In
conclusion, Zoomcar's journey from a startup in India to a global player in shared mobility exemplifies the transformative power of the
sharing economy. By empowering micro-entrepreneurs and providing a flexible and convenient solution for renters, Zoomcar has carved a
niche in the evolving landscape of transportation.
As
we move forward with the business combination, we are not just witnessing a company that rents cars; we are witnessing a company that
is driving communities toward a shared and connected future. Whether in India, Egypt, Indonesia, or beyond, Zoomcar is poised to make
a significant impact on the way we perceive and engage with shared mobility.
Thank
you for your attention, and I am confident that together, we are embarking on a journey that will redefine the future of mobility.
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