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:
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).
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).
