Exhibit 10.4


 


INNOVATIVE INTERNATIONAL ACQUISITION CORP.


24681 La Plaza Ste 300


Dana Point, CA 92629


 


October 26, 2021


Innovative International Sponsor I LLC


24681 La Plaza Ste 300


Dana Point, CA 92629


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and
between Innovative International Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Innovative
International Sponsor I LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the
Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement
on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing
until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case
as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Innovative International
Sponsor I LLC, the Company’s sponsor, shall make available, or cause to be made available, to the Company, at 24681 La Plaza Ste
300, Dana Point, CA 92629 (or any successor location of Innovative International Sponsor I LLC), office space and administrative and support
services. In exchange therefor, the Company shall pay Innovative International Sponsor I LLC the sum of $10,000 per month on the Listing
Date and continuing monthly thereafter until the Termination Date; and


 


(ii) Innovative International
Sponsor I LLC hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or
arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts
due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably
waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any
monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim
against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of
the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee.


 






     


     


    

 


This letter agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 


This letter agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same letter agreement.


 


[Signature Page Follows]





 






     


     


    

 


	 	Very truly yours,
	 	 
	 	INNOVATIVE INTERNATIONAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/
Mohan Ananda
	 	 	Name: 	Mohan Ananda
	 	 	Title:	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	INNOVATIVE INTERNATIONAL SPONSOR I LLC	 
	 	 	 	                                                       
	By:	 /s/ Mohan Ananda	 
	 	Name: 	Mohan Ananda	 
	 	Title:	Managing Member	 


 


[Signature Page to Administrative Services
Agreement]