Roadzen Inc. Sample Contracts
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”).
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).
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:
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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 6th, 2025 • Roadzen Inc. • Insurance agents, brokers & service • New York
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by Roadzen Inc., a BVI business company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), to act as the exclusive Placement Agent in connection with the offering (hereinafter referred to as the “Offering”) of up to 2,222,300 shares (the “Shares” or the “Securities”) of the Company’s ordinary shares, $0.0001 par value per share (the “Ordinary Shares”), directly to various investors (each, an “Investor” and, collectively, the “Investors”). The purchase price to the Investors for each Share is $2.25 (the “Share Offering Price”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected- dealers on its behalf in connection with the Offering.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2025 • Roadzen Inc. • Insurance agents, brokers & service • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2025 (the “Subscription Date”), is by and among Roadzen Inc., a British Virgin Islands business company with offices located at 111 Anza Blvd, Suite 109, Burlingame, California 94010 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”) (individually, a “Buyer” and, collectively, the “Buyers” and, together with the Company, the “Parties”).
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2025 • Roadzen Inc. • Insurance agents, brokers & service • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2025, between Roadzen Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
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”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2026 • Roadzen Inc. • Insurance agents, brokers & service • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 19, 2026 (the “Subscription Date”), is by and among Roadzen Inc., a British Virgin Islands business company with offices located at 111 Anza Blvd, Suite 109, Burlingame, California 94010 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”) (individually, a “Buyer” and, collectively, the “Buyers” and, together with the Company, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2026 • Roadzen Inc. • Insurance agents, brokers & service • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 4, 2026, between Roadzen Inc., a British Virgin Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
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”).
Form of Placement Agent’s Warrant AgreementPlacement Agent’s Warrant Agreement • January 6th, 2025 • Roadzen Inc. • Insurance agents, brokers & service
THIS WARRANT TO PURCHASE ORDINARY SHARES ( “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 July 1, 2025 (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 Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Roadzen Inc., a BVI business company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), up to [________] Ordinary Shares, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Ordinary Shares 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).
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).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JUNIOR CONVERTIBLE NOTESecurities Purchase Agreement • February 26th, 2026 • Roadzen Inc. • Insurance agents, brokers & service • New York
This SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JUNIOR CONVERTIBLE NOTE (“Amendment”) is dated as of February 25, 2026, and is entered into by and among Roadzen Inc., a BVI business company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), and _______________ (the “Purchaser”). The Company and the Purchaser are hereinafter sometimes collectively referred to as the “Parties” and each individually as a “Party”.
ROADZEN INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2025 • Roadzen Inc. • Insurance agents, brokers & service • New York
This Registration Rights Agreement (this “Agreement”) , dated as of _______________, is made by and between Roadzen Inc., a British Virgin Islands corporation (the “Company”), and each of the undersigned listed on a signature page to this Agreement as a “Holder,” or who subsequently becomes a party to this Agreement as a “Holder” by means of a joinder signed by the Company and such Person (each, a “Holder” and collectively, the “Holders”).
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JUNIOR CONVERTIBLE NOTESSecurities Purchase Agreement • May 22nd, 2026 • Roadzen Inc. • Insurance agents, brokers & service • New York
This THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JUNIOR CONVERTIBLE NOTES (“Amendment”) is dated as of May 22, 2026, and is entered into by and among Roadzen Inc., a BVI business company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), and _______________________ (the “Purchaser”). The Company and the Purchaser are hereinafter sometimes collectively referred to as the “Parties” and each individually as a “Party”.
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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 5th, 2026 • Roadzen Inc. • Insurance agents, brokers & service • New York
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”).
MIZUHO SECURITIES USA LLCFee Letter • June 29th, 2026 • Roadzen Inc. • Insurance agents, brokers & service
Reference is made to (i) that certain Senior Secured Note Purchase Agreement, dated as of June 30, 2023 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Note Purchase Agreement”) by, among others, Roadzen, Inc., a Delaware corporation (the “Issuer”), Roadzen Inc., a British Virgin Islands publicly traded business company formerly known as Vahanna Tech Edge Acquisition I Corp. (“Parent”), 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 Purchasers, and Mizuho Securities USA LLC (“MSUSA”), as administrative agent and collateral agent (collectively in such capacities, the “Agent”), and (ii) that certain Termination of Engagement Letters Agreement, dated as of September 20, 2023 (the “Termination Agreement”), by and between Parent and MSUSA, pursuant to which Par
AMENDMENT NO. 2 TO SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • March 5th, 2025 • Roadzen Inc. • Insurance agents, brokers & service • New York
This Amendment No. 2 to the Senior Secured Note Purchase Agreement (this “Amendment”), dated as of February 28, 2025, is entered into by, among others, Roadzen, Inc., a Delaware corporation (the “Issuer”), Roadzen Inc., a British Virgin Islands publicly traded business company formerly known as Vahanna Tech Edge Acquisition I Corp. (“Parent”), 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”).
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):