Exhibit 10.2


 


FORM OF LOCK-UP AGREEMENT


 


This Lock-up Agreement (this
 “Agreement”) is made and entered into as of October 13, 2022, by and among (i) Innovative International Acquisition
Corp., a Cayman Islands exempted company (the “SPAC,” and after the Domestication sometimes referred to as the
 “Domesticated SPAC”), and (ii) each of the parties listed on Schedule 1 attached hereto (the “Existing
Equity Holders”). The Existing Equity Holders and any person or entity who hereafter enters into a joinder to this Agreement
substantially in the form of Exhibit A hereto are referred to herein, individually, as a “Securityholder”
and, collectively, as the “Securityholders.”


 


Capitalized terms used but
not defined herein have the meanings ascribed in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)
dated as of the date hereof, entered into by and among the SPAC, Zoomcar, Inc., a Delaware corporation (the “Company”),
Greg Moran, in the capacity as the Seller Representative, and Innovative International Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of the SPAC (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge
with and into the Company (the “Merger”), with the Company continuing as the surviving entity and as a wholly
owned subsidiary of the Domesticated SPAC.


 


WHEREAS, each Existing Equity
Holder is a holder of the Company Securities in such amounts and classes or series as set forth underneath such Existing Equity Holder’s
name on the signature page hereto.


 


WHEREAS, pursuant to the Merger
Agreement, and in view of the valuable consideration to be received by the parties thereunder, the parties desire to enter into this Agreement,
pursuant to which the Lock-up Shares (as defined below) shall become subject to limitations on disposition as set forth herein.


 


NOW, THEREFORE, in consideration of the premises
set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:


 


1.               
Subject to the exceptions set forth herein, the Securityholders agree not to (i) lend, sell, offer to sell, contract or agree to
sell, hypothecate, pledge, encumber, donate, assign, grant any option, right or warrant to purchase or otherwise transfer, dispose of
or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
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 Securities and Exchange Commission promulgated thereunder, any shares of the
Domesticated SPAC’s Common Stock, par value $0.0001 per share (the “Common Stock”) held by it immediately
after the Effective Time or issued or issuable to the Securityholders in connection with the Merger (including Common Stock acquired as
part of the Private Placements or issued in exchange for, or on conversion or exercise of, any securities issued as part of the Private
Placements), any shares of Common Stock issuable upon the exercise of options, warrants, or convertible debt to purchase shares of Common
Stock held by it immediately after the Effective Time, or any other securities convertible into or exercisable or exchangeable for Common
Stock held by it immediately after the Effective Time (the “Lock-up Shares”), (ii) enter 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 Lock-up Shares,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”)
during the period beginning on the Closing Date and ending on the date described in paragraph 3 (the “Lock-up Period”).


 






     


     


    

 


2.               
The restrictions set forth in paragraph 1 shall not apply to:


 


		(i)	in the case of an entity, a Transfer (A) to another entity that is an affiliate (as defined in Rule 405
promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled
by, managing or managed by or under common control with the undersigned or affiliates of the undersigned or who shares a common investment
advisor with the undersigned or (B) as part of a distribution to members, partners or shareholders of the undersigned;



 


		(ii)	in the case of an individual, Transfers by bona fide gift to members of the individual’s immediate
family (as defined below) or to a trust, the beneficiary of which is a holder or a member of one of the individual’s immediate family,
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 by operation of law or pursuant to a qualified domestic relations
order;



 


		(v)	in the case of an individual, Transfers to a partnership, limited liability company or other entity of
which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the
outstanding equity securities or similar interests;



 


		(vi)	in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the
estate of a beneficiary of such trust;



 


		(vii)	in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization
and the entity’s organizational documents upon dissolution of the entity;



 


		(viii)	Transfers relating to Common Stock or other securities convertible into or exercisable or exchangeable
for Common Stock acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly
announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-up Period;



 


		(ix)	the exercise of stock options or warrants to purchase shares of Common Stock or the vesting of stock awards
of Common Stock and any related transfer of shares of Common Stock to the Domesticated SPAC in connection therewith (x) deemed to occur
upon the “cashless” or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise
price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such
options, warrants or stock awards, or as a result of the vesting of such shares of Common Stock, it being understood that all shares of
Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-up
Period;



 


		(x)	Transfers to the Domesticated SPAC pursuant to any contractual arrangement in effect at the Effective
Time that provides for the repurchase by the Domesticated SPAC or forfeiture of Common Stock or other securities convertible into or exercisable
or exchangeable for Common Stock in connection with the termination of the Securityholder’s service to the Domesticated SPAC;



 






     


     


    

 


		(xi)	the entry, by the Securityholder, at any time after the Effective Time, of any trading plan providing
for the sale of shares of Common Stock by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange
Act, provided, however, that such plan does not provide for, or permit, the sale of any shares of Common Stock during the
Lock-up Period, no Transfers under such trading plan are effected prior to the expiration of the Lock-Up Period and no public announcement
or filing is voluntarily made or required regarding such plan during the Lock-up Period;



 


		(xii)	Transfers in the event of completion of a liquidation, merger, stock exchange or other similar transaction
which results in all of the Domesticated SPAC’s securityholders having the right to exchange their shares of Common Stock for cash,
securities or other property; and



 


		(xiii)	Transfers to satisfy any U.S. federal, state, or local income tax obligations of the Securityholder (or
its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger
Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant
to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision
of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability
as a direct result of the transaction.



 


provided, however, that (A) in the case
of clauses (i) through (vii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement
(it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly
refer only to the immediate family of the Securityholder and not to the immediate family of the transferee), agreeing to be bound by these
Transfer restrictions applicable to the Securityholder, and there shall be no further Transfer of the Lock-Up Shares except in accordance
with this Agreement. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child (including
by adoption), father, mother, brother or sister of the undersigned, and lineal descendant (including by adoption) of the undersigned or
of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of
1933, as amended.


 


3.               
The Lock-up Period shall terminate upon the earlier of (i) six months after the Closing Date or (ii) subsequent to the Merger,
(x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, share capitalizations,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Closing Date or (y) 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.


 


4.               
For the avoidance of doubt, each Securityholder shall retain all of its rights as a stockholder of the Domesticated SPAC with respect
to the Lock-up Shares during the Lock-up Period, including the right to vote any Lock-up Shares that are entitled to vote.


 


5.                In
furtherance of the foregoing, the Domesticated SPAC, and any duly appointed transfer agent for the registration or transfer of the
securities described therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute
a violation or breach of this Agreement, and such purported Transfer shall be null and void ab initio. In addition, during
the Lock-up Period, each certificate or book-entry position evidencing the Lock-up Shares shall be marked with a legend in
substantially the following form, in addition to any other applicable legends:


 






     


     


    

 


“THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT BY AND AMONG THE COMPANY AND THE REGISTERED HOLDER OF THE SECURITIES
(OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO
THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


		6.	Each Securityholder hereby represents and warrants to SPAC as follows:



 


		(i)	Such Securityholder has all necessary power and authority to execute and deliver this Agreement and to
perform such Securityholder’s obligations hereunder. The execution and delivery of this Agreement by such Securityholder has been
duly and validly authorized and no other action on the part of such Securityholder is necessary to authorize this Agreement. This Agreement
has been duly and validly executed and delivered by such Securityholder and, assuming the due authorization, execution and delivery by
the other Securityholders and SPAC, constitutes a legal, valid and binding obligation of such Securityholder, enforceable against such
Securityholder in accordance with its terms, subject to the Remedies Exceptions.



 


		(ii)	The execution and delivery of this Agreement by such Securityholder does not, and the performance of this
Agreement by such Securityholder will not: (i) conflict with or violate any applicable law applicable to such Securityholder, (ii) contravene
or conflict with, or result in any violation or breach of, any provision of any charter, articles of association, operating agreement
or similar formation or governing documents and instruments of such Securityholder, or (iii) result in any breach of or constitute a material
default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Lock-up Shares that will
be held by such Securityholder immediately after the Effective Time pursuant to any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument (whether written or oral) to which such Securityholder is a party or by which such
Securityholder is bound, except, in the case of clause (i) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences
which, individually or in the aggregate, would not reasonably be expected to materially impair the ability of such Securityholder to perform
such Securityholder’s obligations hereunder.



 


		(iii)	The execution and delivery of this Agreement by such Securityholder does not, and the performance of this
Agreement by such Securityholder will not, require any consent, approval, authorization or permit of, or filing with or notification to,
or expiration or termination of any waiting period by, any Governmental Authority or any other person, except (i) for applicable requirements,
if any, of the Exchange Act, the Securities Act, and Blue Sky Laws and (ii) where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications, individually or in the aggregate, would not reasonably be expected to materially
impair the ability of such Securityholder to perform such Securityholder’s obligations hereunder.



 


		(iv)	There is no material Action pending or, to the knowledge of such Securityholder, threatened against such
Securityholder, which in any manner challenges or, individually or in the aggregate, would reasonably
be expected to materially delay or impair the ability of such Securityholder to perform such Securityholder’s obligations hereunder.



 






     


     


    

 


7.               
This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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 provided, that, for the avoidance of
doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Documents
or any documents related thereto or referred to therein. This Agreement may not be changed, amended, modified or waived (other than to
correct a typographical error) as to any particular provision, except by a written instrument executed by (i) the Securityholders constituting
more than 50% of the total number of Securityholders who have executed this Agreement (or a form of agreement substantially similar to
this Agreement)and (ii) the SPAC or the Domesticated SPAC, as applicable.


 


8.               
This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any party without the
prior express written consent of the other parties hereto. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted
assignment in violation of the terms of this paragraph 8 shall be null and void, ab initio.


 


9.               
The provisions set forth in Sections 9.5, 9.6 and 9.7 of the Merger Agreement, as in effect as of the date hereof, are hereby incorporated
by reference into, and shall be deemed to apply to, this Agreement, mutatis mutandis.


 


10.            
The parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with
respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party
hereto, and (ii) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions
in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein.
Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further
waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not
to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement, (i)
any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that
it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)
and (iii) that (a) the Action in any such court is brought in an inconvenient forum, (b) the venue of such Action is improper or (c) this
Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto hereby waives to the fullest
extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising
out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that 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
that foregoing waiver and (ii) acknowledges that it and the other hereto have been induced to enter into this Agreement, as applicable,
by, among other things, the mutual waivers and certifications in this paragraph 10.


 


11.             The
parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with
the terms hereof, and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof in the Court of Chancery of the State of
Delaware or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any state or federal
court located in the State of Delaware, without proof of actual damages or otherwise, in addition to any other remedy to which they
are entitled at law or in equity. Each of the parties hereto hereby further waives (i) any defense in any action for specific
performance that a remedy at law would be adequate and (ii) any requirement under any law to post security or a bond as a
prerequisite to obtaining equitable relief.


 






     


     


    

 


12.            
This Agreement shall be valid and enforceable as of the date of this Agreement and may not be revoked by any party hereto; provided
that the provisions herein (other than paragraphs 6 through 14) shall not be effective until the consummation of
the Closing Date. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated
in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically
terminate and be of no further force or effect.


 


13.            
The provisions set forth in Section 8.1 (Waiver of Claims Against Trust) of the Merger Agreement, as in effect as of the date hereof,
are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement, mutatis mutandis, solely for  period
between the date of this Agreement and the Effective Time.the


 


14.            
This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute
one and the same instrument.   Delivery of an executed counterpart of a signature page to this Agreement by electronic means,
including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement.


 


[Remainder of page intentionally left blank]


 






     


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has duly executed this Lock-up Agreement as of the first date written above.


 


	 	SPAC:
	 	 
	 	INNOVATIVE INTERNATIONAL ACQUISITION CORP.
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 





 


	 	SECURITYHOLDER:
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	Number and Type of Security: 
	 	 
	 	Company Common Stock: 
	 	 
	 	Company Preferred Stock:
	 	 
	 	Address for Notice: 
	 	 
	 	Address:	 
	 	 
	 	 
	 	 
	 	Telephone No.:	 
	 	Email:	 



 






     


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has duly executed this Lock-up Agreement as of the first date written above.


 


	 	SPAC:
	 	 
	 	INNOVATIVE INTERNATIONAL ACQUISITION CORP.
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	SECURITYHOLDER:
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	Number and Type of Security: 
	 	 
	 	Company Common Stock: 
	 	 
	 	Company Preferred Stock:
	 	 
	 	Address for Notice: 
	 	 
	 	Address:	 
	 	 
	 	 
	 	 
	 	Telephone No.:	 
	 	Email:	 



 






     


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has duly executed this Lock-up Agreement as of the first date written above.


 


	 	SPAC:
	 	 
	 	INNOVATIVE INTERNATIONAL ACQUISITION CORP.
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	SECURITYHOLDER:
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	Number and Type of Security: 
	 	 
	 	Company Common Stock: 
	 	 
	 	Company Preferred Stock:
	 	 
	 	Address for Notice: 
	 	 
	 	Address:	 
	 	 
	 	 
	 	 
	 	Telephone No.:	 
	 	Email:	 



 






     


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has duly executed this Lock-up Agreement as of the first date written above.


 


	 	SPAC:
	 	 
	 	INNOVATIVE INTERNATIONAL ACQUISITION CORP.
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	SECURITYHOLDER:
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	Number and Type of Security: 
	 	 
	 	Company Common Stock: 
	 	 
	 	Company Preferred Stock:
	 	 
	 	Address for Notice: 
	 	 
	 	Address:	 
	 	 
	 	 
	 	 
	 	Telephone No.:	 
	 	Email:	 



 







     


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has duly executed this Lock-up Agreement as of the first date written above.


 


	 	SPAC:
	 	 
	 	INNOVATIVE INTERNATIONAL ACQUISITION CORP.
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	SECURITYHOLDER:
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	Number and Type of Security: 
	 	 
	 	Company Common Stock: 
	 	 
	 	Company Preferred Stock:
	 	 
	 	Address for Notice: 
	 	 
	 	Address:	 
	 	 
	 	 
	 	 
	 	Telephone No.:	 
	 	Email:	 



 







     


     


    

 


IN WITNESS WHEREOF, each of
the parties hereto has duly executed this Lock-up Agreement as of the first date written above.


 


	 	SPAC:
	 	 
	 	INNOVATIVE INTERNATIONAL ACQUISITION CORP.
	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 


	 	SECURITYHOLDER:
	 	 
	 	By:	           
	 	Its:	 
	 	By:	 
	 	Its:	 


 


	 	Address for Notice: 
	 	 
	 	Address:	 
	 	 
	 	 
	 	 
	 	Telephone No.:	 
	 	Email:	 



 






     


     


    

 


SCHEDULE I1


 


EXISTING EQUITY HOLDERS


 





 



 


1 The exhibits
and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish
supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.


 






     


     


    

 


Joinder


 


Reference is made to that
certain Lock-up Agreement, dated as of [ ], 2022, by and among (i) Innovative International Acquisition Corp., a Cayman Islands exempted
company (the “SPAC”), and (ii) the Securityholders (as defined therein) (as amended from time to time, the “Lock-up
Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Lock-up Agreement.


 


The undersigned agrees that
this joinder to the Lock-up Agreement (this “Joinder”) is being executed and delivered in favor of, and to,
the SPAC for good and valuable consideration.


 


The undersigned hereby agrees
to and does become party to the Lock-up Agreement as a Securityholder. This joinder shall serve as a counterpart signature page to the
Lock-up Agreement and by executing below the undersigned is deemed to have executed the Lock-up Agreement with the same force and effect
as if originally named a party thereto.


 


[Remainder of Page Intentionally Left Blank.]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed this joinder to the Lock-up Agreement.


 


	 	[NEW SECURITYHOLDER PARTY]
	 	 
	 	 
	 	By:	           
	 	 	Name:
	 	 	Title:
	 	 	Date: