8-K - ZCAR - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

Date of Report (Dateof earliest event reported): December 10, 2025

ZOOMCAR HOLDINGS, INC.

(Exact name of registrantas specified in its charter)

Delaware	001-40964	99-0431609
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
Anjaneya Techno Park, No.147, 1st FloorKodihalli, Bangalore, India	560008
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(Address of principal executive offices)	(Zip Code)

+918048821871

(Registrant’stelephone number, including area code)

(Former name or formeraddress, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	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))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NA	NA	NA

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 ☒

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 10, 2025, Zoomcar Holdings, Inc. (the “Company”) closed a Securities Purchase Agreement (the “Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), in connection with a private placement offering of a convertible promissory note in the original principal amount of $220,000.00 (the “Note”) and pre-funded warrants to purchase 1,000,000 shares of the Company’s common stock (the “Pre-Funded Warrants”) as additional consideration.

Pursuant to the Purchase Agreement, FirstFire purchased the Note with an original issue discount of $20,000.00 and net proceeds to the Company of $200,000.00.

The Note bears interest at 12% per annum and matures 12 months after issuance. The Note includes scheduled installment repayments and may be prepaid in full by the Company at a discount to the outstanding balance (including any applicable conditions, timing restrictions and pricing mechanics set forth therein). The Note is subject to a default penalty that increases the principal amount by 50% and includes customary events of default, covenants and remedies. The Note permits full prepayment by the Company at a discount to the outstanding balance, subject to the terms set forth in the Note.

In the event of an uncured default under the Note and expiry of 180 days from the closing date, FirstFire may elect to convert then-outstanding obligations (including principal, accrued interest, default interest, and other fees) into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the applicable conversion date, representing a 25% discount to market price. Upon the occurrence and continuation of an event of default, the outstanding balance of the Note is automatically increased to 150% of the sum of unpaid principal and accrued interest (the “Default Amount”).

The FirstFire Pre-Funded Warrants were issued (i) as additional consideration for the purchase of the FirstFire Note and (ii) as full and final satisfaction, settlement, release and discharge of any and all claims of FirstFire and its affiliates arising out of or relating to any prior agreements, instruments, notes, warrants, securities or other investments by FirstFire in the Company preceding the FirstFire Purchase Agreement.

The Purchase Agreement also provides FirstFire with (i) piggyback registration rights for a period of twelve (12) months following closing, subject to customary exceptions, and (ii) a time-barred right during a twelve (12) month period following closing to receive the benefit of more favorable economic terms or provisions in certain substantially similar note financings by the Company (subject to “Excluded Transaction” carve-outs and other standard conditions), including notice and automatic amendment mechanics.

Item 2.03 Creation of a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The FirstFire Note each constitute a direct financial obligation of the Company.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. The Note, the Pre-Funded Warrants and any shares of common stock issued upon conversion thereof were issued and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

ExhibitNumber	Description
4.1	Form of Pre-Funded Warrant
10.1	Securities Purchase Agreement, dated December 10, 2025, by and between the Company and FirstFire Global Opportunities Fund, LLC
10.2	Convertible Promissory Note, dated December 10, 2025, by and between the Company and FirstFire Global Opportunities Fund, LLC.
104	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 16, 2025	Zoomcar Holdings, Inc.
	By:	/s/ Shachi Singh
	Name:	Shachi Singh
	Title:	Chief Legal Officer

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDEDWARRANT TO PURCHASE COMMON STOCK

ZOOMCAR HOLDINGS,INC.

Warrant Shares: 1,000,000	Issuance Date: December 10, 2025

THIS PRE-FUNDEDWARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Zoomcar Holdings, Inc., a Delaware corporation (the “Company”), up to one million (1,000,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

1.	Definitions. The following terms have the meanings indicated in this Section 1:
1.1.	“Affiliate” means any Person that, directly or indirectly through one or more<br>intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule<br>405 under the Securities Act.
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1.2.	“Bid Price” means, for any date, the price determined by the first of the following<br>clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the<br>time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported<br>by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX<br>is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB<br>or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common<br>Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices),<br>the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common<br>Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees<br>and expenses of which shall be paid by the Holder.
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1.3.	“Board of Directors” means the board of directors of the Company.
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1.4.	“Business Day” means any day other than Saturday, Sunday or other day on which<br>commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification,<br>commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,<br>“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the<br>direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial<br>banks in The City of New York generally are open for use by customers on such day.
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1.5.	“Commission” means the United States Securities and Exchange Commission.
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1.6.	“Common Stock” means the common stock of the Company, $0.0001 par value per<br>share, and any other class of securities into which such securities may hereafter be reclassified or changed.
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1.7.	“Common Stock Equivalents” means any securities of the Company or the Subsidiaries<br>which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock,<br>right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles<br>the holder thereof to receive, Common Stock.
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1.8.	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the<br>rules and regulations promulgated thereunder.
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1.9.	“Person” means an individual or corporation, partnership, trust, incorporated<br>or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision<br>thereof) or other entity of any kind.
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1.10.	“Securities Act” means the Securities Act of 1933, as amended, and the rules<br>and regulations promulgated thereunder.
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1.11.	“Subsidiary” means any subsidiary of the Company and shall, where applicable,<br>also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
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1.12.	“Trading Day” means a day on which the Common Stock is traded on a Trading Market.
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1.13.	“Trading Market” means any of the following markets or exchanges on which the<br>Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global<br>Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
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1.14.	“Transfer Agent” means Equiniti Trust Company, LLC, the current transfer agent<br>of the Company, with a mailing address of 48 Wall Street, 22^nd^ Floor, New York NY 10005 and an email address of yogita.ramnarayan@equiniti.com,<br>and any successor transfer agent of the Company.
1.15.	“VWAP” means, for any date, the price determined by the first of the following<br>clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of<br>the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted<br>as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB<br>or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date)<br>on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for<br>the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting<br>prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share<br>of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company,<br>the fees and expenses of which shall be paid by the Holder.
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2.	Exercise.
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2.1.	Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be<br>made, in whole or in part, at any time or times on or after the date of issuance of the Warrant (“Issuance Date”) and<br>on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of<br>the Notice of Exercise substantially in the form attached hereto as Exhibit 2.1 (the “Notice of Exercise”).<br>Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined<br>in Section 2.4.1 herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant<br>Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the<br>cashless exercise procedure specified in Section 2.3 below is specified in the applicable Notice of Exercise. No ink-original Notice of<br>Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be<br>required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the<br>Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which<br>case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days after the date on which the<br>final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total<br>number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder<br>in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the<br>number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within<br>one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,<br>by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant<br>Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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2.2.	Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise<br>price of $0.0001 per Warrant Share, subject to adjustment hereunder (such nominal exercise price, the “Exercise Price”),<br>was pre-funded to the Company on or prior to the Issuance Date pursuant to the terms of the Securities Purchase Agreement, dated as of<br>December 10, 2025, by and between the Company and the Holder (the “Agreement”) and, consequently, no additional<br>consideration (other than such Exercise Price) shall be required to be paid by the Holder to any Person to effect any exercise of this<br>Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under<br>any circumstance or for any reason whatsoever.
2.3.	Cashless Exercise. This Warrant may also be exercised, in whole or in part, by means of<br>a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained<br>by dividing [(A-B) (X)] by (A), where:
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(A) =	as applicable: (i) the VWAP on the Trading Day immediately<br>preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section<br>2.1 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2.1 hereof on a Trading Day prior<br>to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities<br>laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of<br>the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.<br>as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular<br>trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close<br>of “regular trading hours” on a Trading Day) pursuant to Section 2.1 hereof or (iii) the VWAP on the date of the applicable<br>Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered<br>pursuant to Section 2.1 hereof after the close of “regular trading hours” on such Trading Day;
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(B) =	the Exercise Price of this Warrant, as adjusted hereunder;<br>and
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(X) =	the number of Warrant Shares that would be issuable upon<br>exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a<br>cashless exercise.
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If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. Without limiting any other provision in the Agreement, assuming (i) the Holder is not an Affiliate of the Company, and (ii) either (a) all of the applicable conditions of Rule 144 promulgated under the Securities Act with respect to Holder and the Warrant Shares are met or (B) there is no requirement for the Company to be in compliance with the current public information required under Rule 144, in the case of such a cashless exercise, the Company agrees that the Company will cause the removal of the legend from such Warrant Shares (including by delivering an opinion of the Company’s counsel to the Company’s transfer agent, which opinion shall remain in effect until the date on which the Company’s next quarterly filing (10-K or 10-Q) is due, at its own expense to ensure the foregoing), and the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior to removing the legend. The Company agrees not to take any position contrary to this Section 2.3.

2.4.	Mechanics of Exercise.

2.4.1. Deliveryof Warrant Shares upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or by electronic delivery (at the election of the Holder), for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares.

2.4.2. Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

2.4.3. RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2.4.1 by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

2.4.4. NoFractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

2.4.5. Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit 2.4.6 duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for sameday electronic delivery of the Warrant Shares.

2.4.6. Closingof Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

2.5.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “AttributionParties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2.5 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st^ day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

3.	Certain Adjustments.
3.1.	Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding:<br>(i) pays a stock dividend or otherwise makes a distribution or distributions on shares of Common Stock or any other equity or equity equivalent<br>securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the<br>Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines<br>(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification<br>of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction<br>of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before<br>such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the<br>number of Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this<br>Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record date<br>for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the<br>effective date in the case of a subdivision, combination or re-classification.
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3.2.	Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company<br>shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all)<br>holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash,<br>stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement<br>or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each<br>such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated<br>therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard<br>to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date<br>of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of<br>Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s<br>right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder<br>shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock<br>as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the<br>Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To<br>the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution<br>shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
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3.3.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2.5 on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2.5 on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3.4 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock prior to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3.4 regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Issuance Date.

3.4.	Calculations. All calculations under this Section 3 shall be made to the nearest cent or<br>the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be<br>issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any)<br>issued and outstanding.
3.5.	Notice to Holder.
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3.5.1. Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

3.5.2. Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

4.	Transfer of Warrant.
4.1.	Transferability. Subject to compliance with any applicable securities laws and the conditions<br>set forth in Section 4.4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant<br>at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the<br>form attached hereto as Exhibit 2.4.6 duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes<br>payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a<br>new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in<br>such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and<br>this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically<br>surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this<br>Warrant to the Company within three (3) Trading Days after the date on which the Holder delivers an assignment form to the Company assigning<br>this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant<br>Shares without having a new Warrant issued.
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4.2.	New Warrants. This Warrant may be divided or combined with other Warrants upon presentation<br>hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants<br>are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4.1, as to any transfer which may<br>be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant<br>or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the<br>initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant<br>thereto.
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4.3.	Warrant Register. The Company shall register this Warrant, upon records to be maintained<br>by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time<br>to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise<br>hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.
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4.4.	Reserved.
4.5.	Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants<br>that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its<br>own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities<br>Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.
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5.	Miscellaneous.
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5.1.	No Rights as Stockholder until Exercise; No Settlement in Cash. This Warrant does not entitle<br>the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in<br>Section 2.4.1, except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless<br>exercise” pursuant to Section 2.3 or to receive cash payments pursuant to Section 2.4.1 and Section 2.4.4 herein, in no event shall<br>the Company be required to net cash settle an exercise of this Warrant.
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5.2.	Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt<br>by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate<br>relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,<br>in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,<br>if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in<br>lieu of such Warrant or stock certificate.
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5.3.	Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action<br>or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may<br>be exercised on the next succeeding Business Day.
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5.4.	Authorized Shares.

5.4.1. Reservationof Authorized and Unissued Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

5.4.2. Noncircumvention. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

5.4.3. Authorizations,Exemptions and Consents. Before taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

5.5.	Governing Law. All questions concerning the construction, validity, enforcement and interpretation<br>of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without<br>regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement<br>and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors,<br>officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting<br>in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in<br>the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction<br>contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any<br>claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is<br>an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being<br>served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence<br>of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute<br>good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve<br>process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of<br>this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’<br>fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding<br>the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under<br>the federal securities laws.
5.6.	Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise<br>of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state<br>and federal securities laws.
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5.7.	Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right<br>hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies,<br>notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. No provision of this Warrant shall<br>be construed as a waiver by the Holder of any rights which the Holder may have under the federal securities laws and the rules and regulations<br>of the Commission thereunder.
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5.8.	Notices. Any and all notices or other communications or deliveries to be provided by the<br>Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent<br>by a nationally recognized overnight courier service, addressed to the Company, at Anjaneya Techno Park, No. 147, 1st floor, Kodihalli,<br>Bangalore, INDIA 5600038, Attention: Hiroshi Nishijima, Acting Chief Executive Officer, email address: hiroshi.nishijima@zoomcar.com,<br>or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other<br>communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent<br>by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing<br>on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest<br>of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section<br>5.8 prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication<br>is delivered via e-mail at the e-mail address set forth in this Section 5.8 on a day that is not a Trading Day or later than 5:30 p.m.<br>(New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized<br>overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any<br>notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company<br>shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
5.9.	Limitation of Liability. No provision hereof, in the absence of any affirmative action by<br>the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall<br>give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability<br>is asserted by the Company or by creditors of the Company.
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5.10.	Remedies. The Holder, in addition to being entitled to exercise all rights granted by law,<br>including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary<br>damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby<br>agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
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5.11.	Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights<br>and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company<br>and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from<br>time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
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5.12.	Amendment. This Warrant may be modified or amended or the provisions hereof waived with<br>the written consent of the Company and the Holder.
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5.13.	Severability. Wherever possible, each provision of this Warrant shall be interpreted in<br>such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid<br>under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder<br>of such provisions or the remaining provisions of this Warrant.
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5.14.	Headings. The headings used in this Warrant are for the convenience of reference only and<br>shall not, for any purpose, be deemed a part of this Warrant.
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********************

[ZCAR Investor Pre-FundedWarrant Signature Page Follows]

[ZCAR Investor Pre-FundedWarrant Signature Page]

IN WITNESS WHEREOF, the Company has caused this Pre-Funded Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

ZOOMCAR HOLDINGS, INC.
By:	/s/ Sachin Gupta
Name:	Sachin Gupta
Its:	Chief Financial Officer

Exhibit 2.1

NOTICE OF EXERCISE

TO:	ZOOMCAR HOLDINGS, INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐	in lawful money of the United States.
☐	if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2.3, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2.3.

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4) The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

Exhibit 2.4.6

ASSIGNMENTFORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares of Common Stock.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
Address:
Phone Number:
Email Address:
Date:
Holder’s Signature:
Holder’s Address:

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASEAGREEMENT (the “Agreement”), dated as of December 10, 2025, by and between ZOOMCAR HOLDINGS, INC., a Delaware corporation, with its address at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore, Karnataka India 560008 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Lender”).

WHEREAS:

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Lender desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a bridge note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $220,000.00 (the “Note”).

C. Additionally, the Company wishes to issue 1,000,000 shares of Common Stock (the “Commitment Shares”) or, at the election of the Lender, pre-funded warrants to purchase shares of Common Stock in lieu of all or a portion of the Commitment Shares, in the form attached hereto as Exhibit B (the “Pre-Funded Warrants”), to the Lender, as (i) additional consideration for the Lender’s purchase of the Note under this Agreement and (ii) full and final satisfaction, settlement, release and discharge of any and all claims of the Lender and its Affiliates (as defined in Rule 144 under the Securities Act) arising out of or relating to any agreements, instruments, notes, warrants, securities or other investments by the Lender in the Company prior to the date of this Agreement (collectively, the “Prior Investments”), which Commitment Shares shall be earned in full as of the Closing Date, as further provided herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Lender hereby agree as follows:

1. Purchase and Sale of the Securities.

a. Purchase of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Lender and the Lender agrees to purchase from the Company the Securities as is set forth below:

Aggregate Principal Amount of Note	$	220,000.00
Original Issue Discount	$	20,000.00
Aggregate Purchase Price	$	200,000.00

Commitment Shares. As soon as practicable following the Closing Date, the Company shall issue the Commitment Shares to the Lender provided that, at the election of the Lender, the Company shall issue to the Lender one or more Pre-Funded Warrants (in substantially the form attached hereto as Exhibit [__]) to purchase such number of shares of Common Stock as the Lender designates in lieu of all or any portion of the Commitment Shares to the extent that (as determined by the Lender in its sole discretion) the issuance of such Commitment Shares would cause the Lender (together with its affiliates) to beneficially own in excess of 4.99% (or 9.99%, at the Lender’s election) of the Company’s outstanding Common Stock. Any Commitment Shares not issued due to such limitation shall be issuable as Pre-Funded Warrants pursuant to this Section, and the Pre-Funded Warrants shall be earned in full as of the Closing Date on the same basis as the Commitment Shares.

b. Form of Payment. On the Closing Date (as defined below), (i) the Lender shall pay the purchase price for the Securities be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note (as defined herein), and (ii) the Company shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price. As soon as practicable following the Closing Date, the Company shall issue the Commitment Shares by crediting the account designated by Lender and/or issue executed Pre-Funded Warrants, as applicable,.

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about December 10, 2025, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Lender’s Representations and Warranties. The Lender represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Lender is purchasing the Note and Commitment Shares, and/or, as applicable, the Pre-Funded Warrants (the Note, Commitment Shares, Pre-Funded Warrants, and shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares” and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “PFW Shares”) shall collectively be referred to herein as the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

b. Accredited Investor Status. The Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c. Reliance on Exemptions. The Lender understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, including Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and that the Company is relying upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Securities.

d. Information. The Company has not disclosed to the Lender any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Lender.

e. Legends. The Lender understands that the Securities have not been registered under the 1933 Act; and shall bear a restrictive legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS [NOTE (INCLUDING, IF APPLICABLE, ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF]/[CERTIFICATE]/[WARRANT] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS (INCLUDING, IF APPLICABLE, IN RELIANCE ON RULE 144 UNDER THE SECURITIES ACT).”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Lender of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such Lender provides the Company and its transfer agent with an opinion of counsel from Holder’s counsel which is acceptable to the Company’s transfer agent (the opinion and counsel are acceptable to the transfer agent), in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Lender agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable U.S. securities laws provided by the Lender with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

f. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Lender, and this Agreement constitutes a valid and binding agreement of the Lender enforceable in accordance with its terms.

3. Representations and Warranties of the Company. The Company represents and warrants to the Lender that, except as set forth in SEC Documents filed by the Company:

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, more than 50% of the voting equity.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 250,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 6,902,727 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

d. Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Lender thereof.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Lender owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith; provided, however, it shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions, (ii) conditions generally affecting the industry in which the Company or any Subsidiary operates, (iii) any changes in financial or securities markets in general, (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (v) any pandemic, epidemics or human health crises (including COVID-19), (vi) any changes in applicable laws or accounting rules (including GAAP), (vii) the announcement, pendency or completion of the transactions contemplated herein, or (viii) any action taken (or omitted to be taken) with the written consent of or at the written request of the Lender). .

f. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

g. Absence of Certain Changes. Since December 31, 2024, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

h. Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

i. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Lender. The issuance of the Securities to the Lender will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

j. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

k. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

l. Breach of Representations and Warranties by the Company. If the Company breaches any of the material representations or warranties set forth in this Section 3 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to any other remedies available to the Lender pursuant to this Agreement, it will be considered an Event of default under Section 4.4 of the Note.

4. COVENANTS.

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

c. Corporate Existence. So long as the Lender beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Lender; provided, however, that the sale or transfer by the Company or its Subsidiaries of some or all of the assets associated with the Borrower’s business shall not be subject to the terms of this Section 4(d) and therefore, shall not require the Lender’s written consent provided that such sale or transfer does not render the Borrower as a “shell company” as such term is defined in Rule 144 (as defined in the Note).

d. Breach of Covenants. If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any other remedies available to the Lender pursuant to this Agreement which is continuing after the applicable cure period as set forth in the Note, it will be considered an event of default under Section 4.4 of the Note.

e. Failure to Comply with the 1934 Act. So long as the Lender beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

f. Piggyback Registration Rights. If, at any time on or prior to the date that is twelve (12) months after the Closing Date, the Company proposes to file with the SEC a registration statement under the 1933 Act (a “Registration Statement”) for the resale, on a continuous or delayed basis pursuant to Rule 415 under the 1933 Act, of shares of Common Stock for the account of any person or entity other than the Company (other than (i) a registration statement on Form S-4 or Form S-8 or any successor forms thereto, or (ii) a registration statement filed solely in connection with an employee benefit, incentive, inducement, or dividend reinvestment plan), then the Company shall, as promptly as reasonably practicable (and in any event not less than five (5) business days prior to the anticipated initial filing date), give written notice of such proposed filing to the Lender. Upon the written request of the Lender delivered to the Company within three (3) business days after receipt of such notice, the Company shall use its commercially reasonable efforts to include in such Registration Statement such number of Registrable Securities (as defined below) as are requested by the Lender. For purposes of this Section 4(f), “Registrable Securities” means the Commitment Shares held by the Lender as of the date of the Lender’s request and any PFW Shares.

(i) Notwithstanding anything to the contrary contained herein or in any other agreement between the Company and the Lender, the parties agree that (A) the Company’s obligations pursuant to this Section 4(f) are limited solely to the preparation and filing with the SEC of one (1) Registration Statement that includes Registrable Securities of the Lender in accordance with the preceding paragraph, together with such amendments, supplements and responses to SEC comments as the Company reasonably determines to be necessary or appropriate in connection with the review of such Registration Statement, and (B) the inclusion of any Registrable Securities of the Lender in such Registration Statement (or, if the Lender has requested inclusion, the filing by the Company of such Registration Statement that contemplates the inclusion of Registrable Securities of the Lender) shall constitute full, final and complete satisfaction of the Company’s obligations under this Section 4(f), regardless of whether such Registration Statement is ever declared effective by the SEC or remains effective for any period of time. For the avoidance of doubt, nothing in this Section 4 shall be construed to require the Company to obtain, cause the issuance of, or maintain the effectiveness of any Registration Statement, or to have any liability to the Lender for any failure or delay by the SEC in reviewing, declaring effective or maintaining the effectiveness of any Registration Statement.

(ii) If the managing underwriter (or, if there is no underwritten offering, the placement agent or primary investor for any other offering) pursuant to a Registration Statement that includes Registrable Securities of the Lender, or the staff of the SEC, advises the Company that the total number or dollar amount of securities which the Company and all selling securityholders, including the Lender, propose to include in such Registration Statement exceeds the number or dollar amount which can be sold in such offering in compliance with such written advice, then the number or dollar amount of securities to be included in such Registration Statement shall be reduced to the number or dollar amount recommended in such written advice, and any such reduction shall be effected first by excluding all Registrable Securities of the Lender from such Registration Statement before any reduction is made to the securities to be sold by the Company or any other selling securityholder.

g. MostFavored Nation. At any time on or prior to the date that is twelve (12) months after the Closing Date, if the Company issues or sells, or enters into any agreement to issue or sell, any promissory note, debenture or other indebtedness security that is convertible into or exchangeable for shares of Common Stock, or otherwise includes a conversion, exchange, reset or other equity-linked feature that is substantially similar to the Note (together with any warrants or other equity-linked securities issued in connection therewith, a “Similar Note Financing”), other than in an Excluded Transaction (as defined below), and any term or provision of such Similar Note Financing is, in a material respect, more favorable to the investor or holder thereof than the comparable term or provision of this Agreement or the Note with respect to the economic terms expressly set forth in this Agreement or the Note (including, without limitation, with respect to interest rate, original issue discount, conversion or exchange price or formula)), then the Company shall promptly (and in any event within fifteen (15) business days thereafter) provide written notice thereof to the Lender, together with copies of the definitive documentation for such Similar Note Financing (which may be provided subject to reasonable redaction to the extent necessary to comply with any bona fide confidentiality obligations of the Company). In such event, at the option of the Lender, exercisable by written notice to the Company within five (5) business days after the Lender’s receipt of such notice and documentation, the terms of this Agreement and/or the Note shall be deemed automatically amended and modified to incorporate such more favorable economic term or provision, effective as of the initial issuance date of such Similar Note Financing, as if such more favorable term or provision had been originally set forth herein and/or in the Note.

(i) For purposes of this Section 4(g), “Excluded Transaction” means (A) any issuance or sale of securities by the Company in connection with, or for the primary purpose of facilitating, (1) any bridge financing, private investment in public equity (PIPE), registered direct offering, underwritten public offering or similar capital markets transaction, or (2) the initial listing, uplisting, or continued listing of the Company’s Common Stock on the NYSE American, The Nasdaq Capital Market or any other national securities exchange, including, in each case, any bridge financing, PIPE or public offering undertaken in connection with such uplisting or listing transaction (collectively, the “Uplisting Transaction”), (B) any issuance or sale of securities pursuant to this Agreement, the Note or any conversion or exercise of any securities of the Company outstanding as of the date of this Agreement, (C) any issuance of securities (including any convertible notes, warrants, preferred stock, or other equity-linked securities) to a strategic investor, commercial partner, supplier, customer, licensor or licensee, or in connection with any bona fide joint venture, collaboration, commercial arrangement, strategic partnership, or similar non-capital-raising transaction; (D) any issuance of securities (including, for the avoidance of doubt, any convertible notes, seller notes, earnouts or similar instruments) in connection with any bona fide merger, acquisition, asset purchase, share purchase, or other business combination transaction; and (E) any issuance of senior or pari passu indebtedness to institutional lenders, traditional banking institutions or venture lenders. The provisions of this Section 4(g) are intended solely to govern the relative rights between the Company and the Lender under this Agreement and the Note and shall not create any rights in favor of any other person or entity.

h. The Lender is Not a “Dealer”. The Lender and the Company hereby acknowledge and agree that the Lender has not: (i) acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted any other professional market activities such as providing investment advice, extending credit and lending securities in connection; and thus that the Lender is not a “Dealer” as such term is defined in the 1934 Act.

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Lender or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Lender to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares and PFW Shares under the 1933 Act or the date on which the Conversion Shares and PFW Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares and PFW Shares to be issued to the Lender upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares and PFW Shares issued to the Lender upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement. If the Lender provides the Company and the Company’s transfer agent, at the cost of the Lender, with an opinion of counsel which is acceptable to the Company’s transfer agent in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares and PFW Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Lender. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Lender, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Lender at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Lender shall have executed this Agreement and delivered the same to the Company.

b. The Lender shall have delivered the Purchase Price in accordance with Section 1(b) above.

c. The representations and warranties of the Lender shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Lender shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Lender at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions to The Lender’s Obligation to Purchase. The obligation of the Lender hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Lender’s sole benefit and may be waived by the Lender at any time in its sole discretion:

a. The Company shall have executed this Agreement and delivered the same to the Lender.

b. The Company shall have delivered to the Lender the duly executed Note, in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Lender, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Lender shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Lender including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

8. Releases. Upon execution of this Agreement and the issuance of the Commitment Shares and/or the Pre-Funded Warrants, as applicable, Lender, on behalf of itself and its past, present and future Affiliates, funds, general and limited partners, managers, members, officers, directors, employees, equityholders, representatives, successors and assigns (collectively, the “Lender Parties”), hereby irrevocably and unconditionally releases, discharges and forever acquits the Company and its past, present and future Affiliates, and each of their respective past, present and future officers, directors, employees, equityholders, representatives, successors and assigns (collectively, the “Company Parties”), from any and all claims, demands, liabilities, obligations, penalties, liquidated damages, charges, rights of action or causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity, in contract, tort or otherwise, that any Lender Party now has, ever had or may hereafter claim to have against any Company Party arising out of or relating to any Prior Investments. Without limiting the foregoing, the Lender, on behalf of itself and the other Lender Parties, expressly waives and releases any right to additional shares, penalties, liquidated damages, make-whole payments, anti-dilution or price-protection adjustments, default interest, registration-related penalties or any other monetary or equity remedies in connection with the Prior Investments. The Lender acknowledges that it is the intention of the Lender that this release shall be and remain in effect in all respects as a full and final general release of all such matters. The Lender further agrees that it will not, and will cause the other Lender Parties not to, commence, voluntarily aid in or prosecute any action, claim or proceeding based upon or in any way relating to any claim released hereby. Notwithstanding the foregoing, nothing in this Section shall (i) release any obligations of the Company or any other Company Party arising under this Agreement, the Note or any other agreement, certificate or instrument executed and delivered in connection herewith on or after the date hereof, or (ii) affect any claims arising from a breach of any such obligations after the date hereof. The provisions of this Section 8 shall survive the Closing and any termination of this Agreement.

9. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum nonconveniens. The Company and Lender waive trial by jury. The Lender shall be entitled to recover from the Company its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Lender makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Lender.

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by e-mail, hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement. Each party shall provide notice to the other party of any change in address.

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Lender shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Lender may assign its rights hereunder to any person that purchases Securities in a private transaction from the Lender or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Lender. The Company agrees to indemnify and hold harmless the Lender and all their officers, directors, employees and agents for any direct loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, provided that the Company shall not be required to indemnify for consequential, incidental, punitive, or speculative damages, and no advancement of expenses shall be required.

i. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

k. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Lender by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Lender shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned Lender and the Company have caused this Agreement to be duly executed as of the date first above written.

COMPANY
ZOOMCAR HOLDINGS, INC.
By:	/s/ Sachin Gupta
	Name:	Sachin Gupta
	Title:	Chief Financial Officer
LENDER
FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
By:	/s/ Eli Fireman
	Name:	Eli Fireman
	Title:	Authorized Signatory

Exhibit A

[Form of Note]

Exhibit B

Form of Pre-Funded Warrant

Exhibit 10.2

THE SECURITIES REPRESENTED BY THISCERTIFICATE (INCLUDING, IF APPLICABLE, ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF) HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERREDOR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AND WHICH COUNSEL AND OPINION SHALL BE REASONABLY ACCEPTABLETO THE COMPANY’S TRANSFER AGENT) IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT (INCLUDING, IFAPPLICABLE, PURSUANT TO RULE 144 THEREUNDER).

THE ISSUE PRICE OF THIS NOTE IS $220,000.00

THE ORIGINAL ISSUE DISCOUNT IS $20,000.00

Principal Amount: 220,000.00
Purchase Price: 200,000.00

All values are in US Dollars.

BRIDGE NOTE

FOR VALUE RECEIVED, ZOOMCAR HOLDINGS, INC., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Holder”) the sum of $220,000.00 together with any interest as set forth herein, 12 months from the Issue Date (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twelve percent (12%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

Article I. GENERAL TERMS

1.1 Interest. This Note shall bear interest on the unpaid principal amount hereof at the rate of twelve percent (12%) per annum computed on the basis of the actual number of days elapsed and a year of 365 days which shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in seven (7) payments as follows:

Repayment Schedule Option 1
Date	Principal <br><br>Outstanding		Accrued <br><br>Interest		Total <br><br>Outstanding		Payable <br><br>amount		Net <br><br>outstanding
08-Dec-25		220,000		0		220,000		0		220,000
08-Jan-26		220,000		2,200		222,200		0		222,200
08-Feb-26		222,200		2,222		224,422		0		224,422
08-Mar-26		224,422		2,244		226,666		0		226,666
08-Apr-26		226,666		2,267		228,933		0		228,933
08-May-26		228,933		2,289		231,222		0		231,222
08-Jun-26		231,222		2,312		233,534		116,767		116,767
08-Jul-26		116,767		1,168		117,935		20,148		97,787
08-Aug-26		97,787		978		98,765		20,148		78,617
08-Sep-26		78,617		786		79,403		20,148		59,255
08-Oct-26		59,255		593		59,847		20,148		39,700
08-Nov-26		39,700		397		40,096		20,148		19,949
08-Dec-26		19,949		199		20,148		20,148		0

The Company shall have a five (5) day grace period with respect to each payment. The Company has the right to prepay in full at any time with no prepayment penalty subject to the prepayment mechanics set forth in Section 1.3 below. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

1.3 Prepayment Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the period set forth on the table immediately following this paragraph (the “Prepayment Period”) or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the Prepayment Period, multiplied by the sum of the then outstanding principal amount of this Note plus any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date (the “Optional Prepayment Amount”).

Prepayment Period	Prepayment Percentage
1) The period beginning on the Issue Date and ending on the date which is sixty (60) days following the Issue Date.	95%
2) The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date.	96%
3) The period beginning on the date which is ninety-one (91) days following the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date	97%
4) The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date	98%

Article II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition subject to any requirements by the Borrower’s senior secured lender.

Article III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note (following an Event of Default other than this Section 3.2), fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note and permitted by applicable securities laws (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion and all documentation that may be reasonably required by the Company’s transfer agent. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a written demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower.

3.7 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq Stock Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the NYSE American Stock Exchange.

3.8 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with any material reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Financial Statement Restatement. The material restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.12 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.13 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. For purposes of this Section, cross-default shall apply only to other material monetary obligations of the Borrower owed to the Holder under written agreements, after expiration of all applicable notice and cure periods.

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Company as set forth herein.

Article IV. CONVERSION RIGHTS

4.1 Conversion Right. Immediately following the last of the following to occur, (i) the date which is one hundred eighty (180) days following the date hereof; and (ii) the occurrence of an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4 hereof.

The Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder's deposit fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower's transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.

4.2 Conversion Price. The Conversion Price shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the or applicable exchange or trading market (the “Trading Market”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the Trading Market is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Trading Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

4.3 Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Shares”). The Reserved Shares shall be increased (or decreased) from time to time (and in the case of each payment received by the Holder hereunder) in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Shares it will be considered an Event of Default under this Note; provided however if such failure to maintain the Reserve Shares occurs prior to the six (6) month anniversary of this Note, the Borrower shall have fifteen (15) days to cure such default.

4.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, and during the continuation thereof, the balance due pursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt subject to the terms hereof and applicable rules of the Principal Market (as defined hereinbelow) (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

4.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Article V. Miscellaneous

5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

ZOOMCAR HOLDINGS, INC.

Anjaneya Techno Park, No.147, 1st Floor

Kodihalli, Bangalore, Karnataka India 560008

Attn: Sachin Gupta, Chief Financial Officer

Email: sachin.gupta@zoomcar.com

If to the Holder:

FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

1040 First Avenue, Suite 190

New York, NY 10022

Attn: Eli Fireman, Managing Member

Email: eli@firstfirecap.com

5.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Dover, Delaware or in the United States District Court for the Eastern District of Delaware. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. Each party shall be entitled to recover from the other party its reasonable attorney's fees and costs incurred in connection with or related to any Event of Default by the such other party, as defined in Article III hereof. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof or any agreement delivered in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on December 10, 2025.

ZOOMCAR HOLDINGS, INC.
By:	/s/<br> Sachin Gupta
	Sachin Gupta
	Chief Financial Officer

EXHIBIT A – WIRE INSTRUCTIONS

Bank Name:

Bank Address:

Routing Number:

Beneficiary Account Number:

Beneficiary:

Mailing Address:

EXHIBIT B -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of ZOOMCAR HOLDINGS, INC., a Delaware corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of December 10, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐ The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date of conversion:	_____________
Applicable Conversion Price:	$____________
Number of shares of common stock to be issued pursuant to conversion of the Notes:	_____________
Amount of Principal<br> Balance due remaining under the Note after this<br> conversion:	_____________
FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
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By:
Name:
Title:
Date: