FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 22, 2021, by and between VAHANNA TECH EDGE ACQUISITION I CORP., a British Virgin Islands business company (the “Company”), and _____________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 22, 2021, is made and entered into by and among Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company”), Vahanna LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Vahanna Tech Edge Acquisition I Corp. 17,400,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Americas LLC is acting as Sole Representative (the “Representative”), an aggregate of 17,400,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,610,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as an Underwriter, and the term Underwriter shall mean either the singular or plural as the context requi
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 22, 2021 by and between Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 4th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_____], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company”), and Vahanna LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of November 22, 2021 between Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company, with offices at 1230 Avenue of the Americas, 16th Floor, New York, NY 10020 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Vahanna Tech Edge Acquisition I Corp. New York, New York 10020 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company”), and Mizuho Securities USA LLC, as the representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,010,000 of the Company’s units (including up to 2,610,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company”), and Vahanna LLC, a Delaware limited liability company (the “Purchaser”).
Vahanna Tech Edge Acquisition I Corp. New York, New York 10017Securities Subscription Agreement • November 4th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company,” “we” or “us”), is pleased to accept the offer made by Vahanna LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares (the “Shares”) of the Company, $0.0001 par value per share (“Ordinary Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Ordinary Share and one, or a portion of one, warrant to purchase one Ordinary Share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • August 25th, 2023 • Vahanna Tech Edge Acquisition I Corp. • Insurance agents, brokers & service
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 25, 2023, by and among Vahanna Tech Edge Acquisition I Corp., a BVI business company (the “Company”) and the undersigned subscriber (“Subscriber”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2023 • Roadzen Inc. • Insurance agents, brokers & service • Delaware
This Indemnification Agreement (“Agreement”) is made as of September 20, 2023, by and between Roadzen Inc., a British Virgin Islands business company (the “Company”), and a member of the board of directors and/or officer of the Company, as applicable (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Vahanna Tech Edge Acquisition I Corp. New York, New York 10020Administrative Services Agreement • March 31st, 2022 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Vahanna Tech Edge Acquisition I Corp. (the “Company”) and Vahanna LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
UNDERWRITING AGREEMENT between ROADZEN INC. and THINKEQUITY LLC as Representative of the Several Underwriters ROADZEN INC.Underwriting Agreement • December 17th, 2024 • Roadzen Inc. • Insurance agents, brokers & service • New York
The undersigned, Roadzen Inc., a BVI business company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 29th, 2021 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 22, 2021, by and between Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company”), and Mizuho Securities USA LLC (the “Subscriber”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2023 • Vahanna Tech Edge Acquisition I Corp. • Insurance agents, brokers & service
This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of June 29, 2023, is entered into by and among Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (“Vahanna”), Vahanna Merger Sub Corp., a Delaware corporation and a wholly-owned Subsidiary of Vahanna (“Merger Sub”), and Roadzen, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ROADZEN INC.Pre-Funded Common Stock Purchase Warrant • December 17th, 2024 • Roadzen Inc. • Insurance agents, brokers & service • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________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 on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Roadzen Inc., a company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), up to _________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2024 • Roadzen Inc. • Insurance agents, brokers & service • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2024, is by and among Roadzen Inc., a British Virgin Islands business company with offices located at 111 Anza Boulevard, Suite 109, Burlingame, CA 94101 (the “Company”), and each of the investors executing this Agreement and listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 24th, 2024 • Roadzen Inc. • Insurance agents, brokers & service • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 15, 2023 by and among ROADZEN INC., a British Virgin Islands corporation (the “Company”), and the other party or parties set forth on the signature pages affixed hereto (the “Initial Investors”), as may be amended from time to time to include additional parties (the “Additional Investors”) (each Initial Investor and Additional Investor, an “Investor” and collectively, the “Investor”).
FIRST AMENDMENT TO THE RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 8th, 2024 • Roadzen Inc. • Insurance agents, brokers & service
THIS FIRST AMENDMENT (the “Amendment”) to that certain Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement, dated September 18, 2023 (collectively, the “RSU Agreement”), is made effective as of September 13, 2024 (the “Effective Date”), by and between Roadzen Inc., a British Virgin Islands Business company (“Roadzen BVI” or the “Company”), as successor in interest to Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”) and ___________ (“Recipient”).
SECURITIES PURCHASE AGREEMENT by and among ROADZEN INC., NATIONAL AUTOMOBILE CLUB, AND NATIONAL AUTOMOBILE CLUB EMPLOYEE STOCK OWNERSHIP TRUST Dated as of August 6, 2022Securities Purchase Agreement • February 14th, 2023 • Vahanna Tech Edge Acquisition I Corp. • Blank checks • Delaware
This SECURITIES PURCHASE AGREEMENT, dated as of August 6, 2022 (this “Agreement”), is made and entered into by and among Roadzen Inc., a Delaware corporation (the “Purchaser”), National Automobile Club, a California corporation (the “Company”), Shanon Duthie and Shelly Pereira, not in their individual capacities, but solely in their capacity as trustees (“Trustees”) of the National Automobile Club Employee Stock Ownership Trust (the “Trust” or “Seller”), a trust created under the National Automobile Club Employee Stock Ownership Plan (the “ESOP”), and the Seller.
FORWARD PURCHASE AGREEMENT Confirmation AMENDMENTForward Purchase Agreement • February 5th, 2024 • Roadzen Inc. • Insurance agents, brokers & service
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of January 30, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) and (iv) Roadzen, Inc., a Delaware corporation (formerly defined as “Target”) and Roadzen Inc., a BVI business company formerly known before the Business Combination as Vahanna Tech Edge Acquisition I Corp. (formerly defined and/or referred to as “VHNA”, “Pubco” (Ticker: “RDZN”), “Counterparty”).
Form of Representative’s Warrant Agreement THIS PURCHASE WARRANT IS VOID AFTER 5:00 P.M., EASTERN TIME, DECEMBER 15, 2029. WARRANT TO PURCHASE ORDINARY SHARES ROADZEN INC.Warrant Agreement • December 17th, 2024 • Roadzen Inc. • Insurance agents, brokers & service
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, _____________ 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 on or after December 15, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Roadzen Inc., a company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), up to ______ ordinary shares (the “Warrant Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, as subject to adjustment hereunder. The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Binding Term Sheet AgreementBinding Term Sheet Agreement • July 23rd, 2024 • Roadzen Inc. • Insurance agents, brokers & service
The Creditor named above agrees to extinguish all of the debt and/or liabilities associated with the above description in exchange for one of the following (check one):
TERMINATION OF ENGAGEMENT LETTERSTermination Agreement • September 26th, 2023 • Roadzen Inc. • Insurance agents, brokers & service • New York
THIS TERMINATION AGREEMENT (this “Amendment”) is made and entered into as of September 20, 2023 by and between Mizuho Securities USA LLC (“Mizuho”), and Vahanna Tech Edge Acquisition I Corp. (including any successor thereto, “Vahanna” or the “Company”) and, together with Mizuho, the “Parties”), and amends and modifies (i) that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of November 22, 2021, by and between Vahanna and Mizuho, (ii) that certain Letter Agreement (the “2022 EL”), dated as of June 22, 2022, by and between Vahanna and Mizuho, and (iii) that certain Letter Agreement (the “2023 EL”), dated as of May 30, 2023, by and between Vahanna and Mizuho (collectively, and as the same have been amended or modified through the date hereof, the “Engagement Letters”).
WARRANT TO PURCHASE ORDINARY SHARES OF ROADZEN INC.Warrant Agreement • April 26th, 2024 • Roadzen Inc. • Insurance agents, brokers & service
This Warrant to Purchase Ordinary Shares (this “Warrant”) is being issued pursuant to that certain Securities Purchase Agreement, dated as of March 28, 2024, to which the Holder and the Company, are parties (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
SENIOR SECURED NOTE PURCHASE AGREEMENT dated as of June 30, 2023 by, among others, ROADZEN, INC., as Issuer EACH PERSON THAT BECOMES A GUARANTOR PARTY HERETO FROM TIME TO TIME, as Guarantors, THE VARIOUS PURCHASERS FROM TIME TO TIME PARTY HERETO, and...Senior Secured Note Purchase Agreement • June 30th, 2023 • Vahanna Tech Edge Acquisition I Corp. • Insurance agents, brokers & service • New York
This SENIOR SECURED NOTE PURCHASE AGREEMENT, dated as of June 30, 2023 (as the same may be amended, amended and restated, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among ROADZEN, INC., a Delaware corporation (“Issuer”), each Guarantor (as defined below) from time to time party hereto, the Purchasers that hold Notes issued hereunder (the “Purchasers” and each, a “Purchaser”) and MIZUHO SECURITIES USA LLC (“Mizuho”), as administrative agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, Mizuho, together with its successors and assigns in such capacity, the “Collateral Agent,” and together with the Administrative Agent, the “Agents” and each, an “Agent”).
September 24, 2024Lock-Up Agreement • September 27th, 2024 • Roadzen Inc. • Insurance agents, brokers & service
Reference is made to the Lock-Up Agreement (the “Lock-Up Agreement”) entered into by and among Roadzen Inc., a British Virgin Islands business company f/k/a Vahanna Tech Edge Acquisition I Corp. (the “Company”), Roadzen, Inc., a Delaware corporation (“Roadzen”), and the undersigned stockholder of the Company (the “Holder”), which Lock-Up Agreement was entered into in connection with the Agreement and Plan of Merger, dated as of February 10, 2023, pursuant to which Roadzen became a wholly-owned subsidiary of the Company on September 20, 2023. Capitalized terms used and not otherwise defined in this letter shall have the meanings given to them in the Lock-Up Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2024 • Roadzen Inc. • Insurance agents, brokers & service • California
This Employment Agreement (this “Agreement”), is made and entered into on January 4, 2024, by and among Roadzen Inc., a BVI Corporation (the “Company”), and Jean-Noël Gallardo (“Executive”). For purposes of this Agreement, the term “Company” shall include the Company and each of its subsidiaries, unless the context clearly indicates otherwise (Executive and the Company are sometimes referred to individually as a “Party”, and, collectively, as the “Parties”).
AMENDMENT NO. 1 TO SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • July 31st, 2024 • Roadzen Inc. • Insurance agents, brokers & service • New York
This Amendment No. 1 to the Senior Secured Note Purchase Agreement (this “Amendment”), dated as of July 26, 2024, is entered into by, among others, Roadzen, Inc., a Delaware corporation (the “Issuer”) each undersigned Subsidiary of the Issuer party to the Existing Note Purchase Agreement (as defined below) as Guarantors (each a “Guarantor” and together with the Issuer, collectively, the “Note Parties” and, each, a “Note Party”), the undersigned Purchasers (collectively, the “Purchasers” and each, a “Purchaser”), and Mizuho Securities USA LLC (“MSUSA”), as administrative agent and collateral agent (collectively in such capacities, the “Agent”).
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 2023 • Vahanna Tech Edge Acquisition I Corp. • Insurance agents, brokers & service
This Amendment No. 1 (this “Amendment”), dated as of August 22, 2023, to the Trust Agreement (as defined below) is made by and between Vahanna Tech Edge Acquisition I Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
