8-K
Roadzen Inc. (RDZN)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): July 24, 2025
ROADZEN
INC.
(Exactname of Registrant as Specified in Its Charter)
| British Virgin Islands | 001-41094 | 98-1600102 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 111 Anza Blvd<br><br> <br>Suite 109 | ||
| --- | --- | |
| Burlingame, California | 94010 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (347) 745-6448
(FormerName or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary<br> Shares, par value $0.0001 per share | RDZN | The<br> Nasdaq Stock Market LLC |
| Warrants,<br> each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share | RDZNW | The<br> Nasdaq Stock Market LLC |
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. ☐
Item1.01 Entry into a Material Definitive Agreement.
On July 24, 2025, Roadzen Inc. (the “Company”) entered into separate securities purchase agreements (the “Securities Purchase Agreements”) with certain institutional investors (the “Investors”) pursuant to which the Company agreed to issue and sell to the Investors, and the Investors agreed to purchase from the Company, an aggregate of 1,803,134 of the Company’s ordinary shares, par value of $0.0001 per share (the “Ordinary Shares”), for a purchase price of $1.25 per share, or approximately $2,253,917 in the aggregate. Avacara PTE Ltd. (“Avacara”), a significant shareholder of the Company, purchased 104,000 Ordinary Shares for a purchase price of $130,000. The Company’s Chief Executive Officer and director, Rohan Malhotra, is the principal owner and Managing Partner of Avacara.
Also on July 24, 2025, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to use its reasonable best efforts to file, on or before October 27, 2025, a registration statement covering the resale of all of the Ordinary Shares sold pursuant to the Securities Purchase Agreements.
The foregoing descriptions of the terms and conditions of the Securities Purchase Agreements and the Registration Rights Agreement do not purport to be complete and are qualified in its entireties by the full text of the form of Securities Purchase Agreement and Registration Rights Agreement, copies of which are filed as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent required. The Ordinary Shares sold pursuant to the Securities Purchase Agreements have been offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Also on July 24, 2025, the Company entered into separate amendments (the “RSU Amendments”) to the restricted stock unit awards (as previously amended, the “RSUs”) previously granted to Rohan Malhotra, the Company’s Chief Executive Officer and a director, Jean-Noel Gallardo, the Company’s Chief Financial Officer, and Ankur Kamboj, the Company’s Chief Operating Officer. Pursuant to the RSU Amendments, the 5,616,550 RSUs previously granted by the Company to Mr. Malhotra and the 1,250,007 RSUs previously granted by the Company to Mr. Kamboj were each amended to change the date on which such RSUs vest in full (subject to the executive’s continuous service with the Company through the vesting date) from September 17, 2025 to September 17, 2026, and the 115,000 RSUs previously granted by the Company to Mr. Gallardo were amended to change the date on which such RSUs vest in full (subject to the executive’s continuous service with the Company through the vesting date) from November 20, 2025 to November 20, 2026.
The foregoing description of the RSU Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the RSU Amendments, the form of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit |
|---|---|
| 10.1 | Form of Securities Purchase Agreement. |
| 10.2 | Form of Registration Rights Agreement. |
| 10.3 | Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement. |
| 104 | Cover<br> page interactive data file (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROADZEN INC. | |||
|---|---|---|---|
| Date: | July<br> 30, 2025 | By: | /s/ Jean-Noel Gallardo |
| Name: | Jean-Noel<br> Gallardo | ||
| Title: | Chief<br> Financial Officer |
Exhibit 10.1
SECURITIESPURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of _________________ by and among ROADZEN INC., a British Virgin Islands business company (the “Company”), and the undersigned purchaser identified on the signature page hereto (the “Purchaser”). This Agreement is one of a series of separate agreements being entered into by the Company with multiple purchasers from time to time, each in connection with the Company’s offering and sale of shares of its ordinary shares, par value $0.0001 per share (“Ordinary Shares”), in one or more closings.
The Offering (as defined below) shall remain open for one or more separate closings until June 30, 2025 (each a “Closing” and each date upon which a Closing occurs, a “Closing Date”), unless otherwise extended or modified by the Company in its sole discretion.
RECITALS
WHEREAS, the Company desires to offer and sell its Ordinary Shares (the “Shares”) in a private placement conducted in reliance upon the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); and
WHEREAS, the Company intends to conduct the private placement on a rolling close basis, whereby it may sell and issue Shares to one or more accredited investors in one or more Closings from time to time, each pursuant to a separate Securities Purchase Agreement (each, other than this Agreement, an “Other Agreement”) executed by the Company and the applicable investor (each such investor, other than the Purchaser, an “Other Purchaser,” and the Purchaser and the Other Purchasers, collectively, the “Investors”);
WHEREAS, the minimum investment of each Investor in the Offering shall be $250,000, which may be waived by the Company in its sole discretion;
WHEREAS, each purchaser of the Shares, including the Purchaser, is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, and is acquiring the Shares for investment purposes for its own account and not with a view to the public distribution thereof, except in compliance with the Securities Act;
WHEREAS, the Shares being offered have not been registered under the Securities Act or any state securities laws and will be subject to restrictions on transfer and resale, unless so registered or an exemption from such registration is available; and
WHEREAS, the Purchaser acknowledges that its investment decision is based solely on its review of the Company’s publicly available filings with the U.S. Securities and Exchange Commission (the “SEC”) and on the Purchaser’s own independent evaluation of the Company and the high degree of risk associated with an investment in the Shares.
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NOW,THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser, intending to be legally bound, hereby agree as follows:
1. Subscription: Payment
a. The Purchaser hereby irrevocably subscribes for and agrees to purchase the Shares, in the number and for the price per share and aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), from the Company, in connection with the Company’s offering of up to Ten Million Dollars ($10,000,000) in the aggregate, pursuant to the terms and conditions contained in this Agreement (the “Offering”). This Agreement, together with the Registration Rights Agreement (as defined below), are referred to collectively as the “Offering Documents”. Any capitalized term not defined herein shall have the meaning of such term as has been set forth in the Offering Documents. All amounts in this Agreement are expressed in U.S. Dollars. The Closing of the purchase and sale of the Shares pursuant hereto shall take place on the date hereof, or such other date as may be mutually agreed by the Company and the Purchaser. At the Closing, the Purchaser shall pay the Purchase Price to the Company and the Company shall instruct its transfer agent to issue the Shares via book entry to the Purchaser.
The Purchase Price is payable by wire transfer to:
WIRING INSTRUCTIONS
JP Morgan Chase
270 Park Avenue
New York, NY 10017
f/b/o
Roadzen, Inc.
445 East 80^th^ Street 4E
New York, NY 10075
Swift Code: CHASU33
ABA Routing Number: _______
Account Number: ________
b. The Purchaser further acknowledges that it has made its own investment decision based solely on the information contained in the Company’s filings with the SEC (including the documents that are incorporated by reference therein), and its own independent evaluation of the Company and the merits and risks of the investment. The Purchaser is not relying on any representation or warranty by the Company or any of its officers, directors, employees, agents, or affiliates, except as expressly set forth in this Agreement.
c. If elected by the Purchaser, the Purchaser and the Company shall, at the Closing, enter into a Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), or a joinder thereto whereby the Purchaser shall be added as a “Holder” under the Registration Rights Agreement.
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2. Purchaser Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents and warrants as follows (with the understanding that the Company will rely on such representations and warranties in determining, among other matters, the suitability of this investment for the Purchaser in order to comply with federal and state securities laws):
a. In connection with this Offering, the Purchaser has read this Agreement. The Purchaser acknowledges that this Agreement is not intended to set forth all of the information which might be deemed pertinent by an investor who is considering an investment in the Shares. It is the responsibility of the Purchaser (i) to determine what additional information (s)he desires to obtain in evaluating this investment, and (ii) to obtain such information from the Company.
b. This offering is limited to persons who are “accredited investors,” as that termis defined in RULE 501 OF Regulation D under the SECURITIES ACT, and who have the financial means and the business, financial and investmentexperience and acumen to conduct an investigation as to, and to evaluate, the merits and risks of this investment. The Purchaser hasread, is familiar with and understands Rule 501 of Regulation D under the Act. The Purchaser is an “accredited investor”as defined in Rule 501(a) of Regulation D UNDER THE ACT.
c. The Purchaser has had full access to all the information which the Purchaser (or the Purchaser’s advisor(s)) considers necessary or appropriate to make an informed decision with respect to the Purchaser’s investment in the Shares. The Company has made available to the Purchaser and the Purchaser’s advisors the opportunity to examine and copy any contract, matter or information which the Purchaser considers relevant or appropriate in connection with this investment and to ask questions and receive answers relating to any such matters including, without limitation, the financial condition, management, employees, business, obligation, corporate books and records, budgets, business plans of and other matters relevant to the Company. To the extent the Purchaser has not sought information regarding any particular matter, the Purchaser had and has no interest in doing so, and such matters are not material to the Purchaser in connection with this investment. The Purchaser has accepted the responsibility for conducting the Purchaser’s own investigation and obtaining for itself such information as to the foregoing and all other subjects as the Purchaser deems relevant or appropriate in connection with this investment. The Purchaser is not relying on any representation or warranty other than that contained herein. No representation regarding projected revenues or a projected rate of return has been made to it by any party.
d. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Shares. The Purchaser is not registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), affiliated with any broker or dealer registered under Section 15(a) of the Exchange Act, or a member of the Financial Industry Regulatory Authority.
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e. The Purchaser understands that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares.
f. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and is a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement.
g. The execution, delivery and performance of this Agreement and the Offering Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the certificate of incorporation, by-laws or other documents of organization of the Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is bound, or (iii) result in a violation of any law, rule, regulation or decree applicable to the Purchaser.
h. The information in any documents delivered by the Purchaser in connection with this subscription is true, correct and complete in all respects as of the date hereof. The Purchaser agrees promptly to notify the Company in writing of any change in such information after the date hereof.
i. The Offering and sale of the Shares to the Purchaser were not made through any advertisement in printed media of general and regular paid circulation, radio or television or any other form of advertisement, or as part of a general solicitation.
j. The Purchaser recognizes that an investment in the Shares involves significant risks, which risks could give rise to the loss of the Purchaser’s entire investment in such securities.
k. The Purchaser is purchasing the Shares for the Purchaser’s own account, with the intention of holding the Shares, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws.
l. The Purchaser represents that the Purchaser, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Shares. The Purchaser has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future.
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m. The Purchaser is financially able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely or to afford a complete loss of the Purchaser’s investment in the Shares.
n. If the Purchaser is a partnership, corporation, trust, or other entity, (i) the Purchaser has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy of the certificate of incorporation; or if a partnership, a certified copy of the partnership agreement), (ii) the Purchaser was not organized or reorganized for the specific purpose of acquiring the Shares, (iii) the Purchaser has the full power and authority to execute this Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (iv) this investment in the Company has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.
o. OFAC. The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that such Investor is permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 (, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, the Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by the Purchaser and used to purchase the Shares were legally derived.
3. Representations and Warrants of the Company. As a material inducement of the Purchaser to enter into this Agreement and subscribe for the Shares, the Company represents and warrants to the Purchaser, as of the date hereof and except as disclosed in the Company’s reports and other filings with the SEC prior to the date hereof, as follows:
a. Organization and Standing. The Company is a duly organized business company, validly existing and in good standing under the laws of the British Virgin Islands, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. “Material Adverse Effect” means any circumstance, change in, or effect on the Company that, individually or in the aggregate with any other similar circumstances, changes in, or effects on, the Company taken as a whole: (i) is, or is reasonably expected to be, materially adverse to the business, operations, assets, liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the Company taken as a whole, or (ii) is reasonably expected to adversely affect the ability of the Company to operate or conduct the Company’s business in the manner in which it is currently operated or conducted or proposed to be operated or conducted by the Company.
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b. Authority. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company.
c. No Conflict. The execution, delivery and performance of this Agreement and the other Offering Documents, and the consummation of the transactions contemplated hereby and thereby do not (i) violate or conflict with the Company’s memorandum and articles of association or other organizational documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation, conflict or breach would not have a Material Adverse Effect. This Agreement when executed by the Company will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’ rights generally).
d. Authorization. Issuance of the Shares to the Purchaser has been duly authorized by all appropriate corporate actions of the Company.
e. Litigation and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company at law or in equity before or by any court or federal, state, municipal or their governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would have a Material Adverse Effect. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against it which would have a Material Adverse Effect.
f. Use of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of placement expenses, will be used by the Company for working capital and other general corporate purposes, which may include repayment of indebtedness.
g. Consents/Approvals. No consents, filings (other than federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.
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h. Commissions; Related Party. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby.
i. Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened, the effect of which would be reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to a collective bargaining agreement.
j. Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted, except as would not result in a Material Adverse Effect. The Company does not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other infringement, except as would not result in a Material Adverse Effect.
k. Compliance, Permits and Licenses. The Company and its subsidiaries (i) are to the Company’s knowledge in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval where such noncompliance or failure to receive permits, licenses or approvals referred to in clauses (i), (ii) or (iii) above would be reasonably likely to result in a Material Adverse Effect.
l. Title. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, or such as do not materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. Any real property and facilities held under lease by the Company or any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.
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m. Foreign Corrupt Practices Act. To the Company’s knowledge, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any subsidiary has, in the course of acting for, or on behalf of, the Company, directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; directly or indirectly made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar treaties of the United States; or directly or indirectly made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee.
n. Compliance with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all applicable material federal, state and local governmental laws, rules, regulations and ordinances, except as would not result in a Material Adverse Effect.
4. Legends. The Purchaser understands and agrees that the Company will cause a legend to be placed upon the Shares, together with any other legend that may be required by federal or state securities laws or deemed necessary or desirable by the Company:
THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
5. General Provisions.
a. Confidentiality. The Purchaser covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Purchaser may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Purchaser in connection with this Offering or as a result of discussions with or inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through no action by the Purchaser; provided, however, that a Purchaser may disclose such information to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Purchaser’s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto.
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b. Successors. The covenants, representations and warranties contained in this Agreement shall be binding on the Purchaser’s and the Company’s heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company. The rights and obligations of this Agreement may not be assigned by any party without the prior written consent of the other party.
c. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.
d. Execution by Facsimile or Email. Execution and delivery of this Agreement by facsimile transmission or email (including the delivery of documents in Adobe PDF format or other machine-readable electronic format) shall constitute execution and delivery of this Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof.
e. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be wholly performed within such state and without regard to conflicts of law provisions that would result in the application of any laws other than the laws of the State of New York. Purchaser hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise, in every suit, action or other proceeding arising out of or based on this Agreement and/or the other Offering Documents and brought in any such court, any claim that Purchaser is not subject personally to the jurisdiction of the above named courts, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, TO A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
f. Independent Nature of Investors’ Obligations and Rights. The obligations of the Purchaser under the Agreement and of the Other Purchasers under the Other Agreements are several and not joint with the obligations of any other Investor, and the Purchaser shall not be responsible in any way for the performance of the obligations of any Other Purchaser under any Other Agreement. The decision of the Purchaser to purchase Shares pursuant to the Agreement has been made by the Purchaser independently of any other Investor. Nothing contained herein or in any Offering Document, and no action taken by the Purchaser pursuant hereto or thereto or by any Other Purchaser pursuant to any Other Agreement, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or the Other Agreements. The Purchaser acknowledges that no Other Purchaser has acted as agent for the Purchaser in connection with making its investment hereunder and that no Other Purchaser will be acting as agent of the Purchaser in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement. The Company acknowledges that each of the Investors has been provided with the same form of agreement for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.
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g. Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party shall subsequently designate in writing to the other party):
i. If to the Company:
Roadzen Inc.
111 Anza Blvd., Suite 109
Burlingame, CA 94010
Attention: Rohan Malhotra, Chief Executive Officer
Rohan@roadzen.ai
with a copy to:
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, VA 22102
Attention: Jason Simon
Email: simonj@gtlaw.com
ii. If to the Purchaser, to the address set forth next to its name on the signature page hereto.
h. Entire Agreement. This Agreement (including any exhibits attached hereto) contains the entire understanding of the parties hereto in respect of its subject matter and supersedes all prior agreements and understandings between or among the parties with respect to such subject matter. The exhibits constitute a part hereof as though set forth in full above.
i. Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by both Parties. No failure to exercise and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties hereto. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity that they may have against each other.
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SIGNATUREPAGE TO THE SECURITIES PURCHASE AGREEMENT
TOPURCHASE SHARES OF ROADZEN INC.’S ORDINARY SHARES
| DOLLAR AMOUNT INVESTED: | US |
|---|---|
| price per share: | US |
| NUMBER OF SHARES SUBSCRIBED FOR: | |
| NAME IN WHICH THE SHARES SHOULD BE ISSUED: |
All values are in US Dollars.
PURCHASER’S ADDRESS INFORMATION:
For individual purchasers this address should be the Purchaser’s primary legal residence. For entities other than individual purchasers, please provide address information for the entities primary place of business. Information regarding a joint purchaser should be included in the column at right.
| Legal<br> Address | Legal<br> Address |
|---|---|
| City,<br> State and Zip Code | City,<br> State and Zip Code |
| Tax<br> ID (EIN, SSN, OR ITIN) | Tax<br> ID (EIN, SSN, OR ITIN) |
| / | / |
| Telephone<br> Number / Facsimile Number | Telephone<br> Number / Facsimile Number |
| Email<br> Address | Email<br> Address |
ALTERNATE ADDRESS INFORMATION:
Please enter an alternate address if you wish to receive correspondence at an address other than the address listed above.
| Alternative<br> Address for Correspondence | Alternative<br> Address for Correspondence |
|---|---|
| City,<br> State and Zip Code | City,<br> State and Zip Code |
| Other<br> (telephone, fax, email) | Other<br>(telephone, fax, email) |
| AGREED AND SUBSCRIBED | AGREED AND SUBSCRIBED |
|---|---|
| Date: | Date: |
| Purchaser: | ROADZEN INC. |
| By: | By: |
| Name: | |
| Name: | Title: |
| Title: |
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Exhibit A
REGISTRATIONRIGHTS AGREEMENT
(Seeattached)
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Exhibit10.2
ROADZENINC.
REGISTRATIONRIGHTS AGREEMENT
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”).
WHEREAS, each Holder has subscribed to purchase the Shares (as defined in Section 1 below) pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), in connection with the Company’s offering (the “Offering”) of up to $10,000,000 in the aggregate principal amount of ordinary shares of the Company, $0.0001 par value per share (“Ordinary Shares”); and
WHEREAS, to induce the Holder to execute and deliver the Purchase Agreement and this Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, and applicable state securities laws, with respect to the Shares issuable pursuant to the Purchase Agreement.
NOW,THEREFORE, for and in consideration of the foregoing premises, the agreements and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder, intending to be legally bound, hereby agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:
“Commission” means the United States Securities and Exchange Commission.
“Effectiveness Period” shall mean the period commencing on the date that the Mandatory Registration Statement (as defined herein) is declared effective until the earlier to occur of the date when all Registrable Securities covered by a Registration Statement either (a) have been sold pursuant to a Registration Statement or an exemption from the registration requirements of the Securities Act, and (b) may be sold pursuant to Rule 144.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Holder” or “Holders” shall have the meaning ascribed to such term in the preamble to this Agreement.
“Person” shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
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“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.
“Prospectus” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
“Reasonable Best Efforts” means that the Company has taken steps which are commercially reasonable under the circumstances to accomplish its obligations hereunder, without jeopardizing the Company’s operational and financial stability.
“Registrable Securities” means (i) the Shares, and (ii) any Ordinary Shares issued or issuable upon any stock split, dividend or other distribution, recapitalization, anti-dilution adjustment or similar event with respect to the foregoing.
“Registration Statement” means the Mandatory Registration Statement to be filed hereunder (which, at the Company’s option, may be an existing registration statement of the Company previously filed with the Commission, but not declared effective), including (in each case) the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement.
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“Shares” means the Ordinary Shares purchased by a Holder and issued by the Company pursuant to any Purchase Agreement.
“Trading Day” means (a) a day on which the Ordinary Shares are listed or quoted for trading on a Trading Market, or (b) if the Ordinary Shares are not trading on a Trading Market, a day on which the Ordinary Shares are quoted in the over-the-counter market as reported by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting price). In the event that the Ordinary Shares are not listed or quoted as set forth in (a) and (b) hereof, then Trading Day shall mean a business day.
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“Trading Market” means the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the OTC Bulletin Board, the American Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Capital Market.
2. Registration. The Company shall, on or before October 27, 2025 (the “Mandatory Filing Date”), use its Reasonable Best Efforts to file with the Commission a Registration Statement (the “Mandatory Registration Statement”), covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, and shall thereafter use its Reasonable Best Efforts to cause the Mandatory Registration Statement to be declared effective by the Commission. The Mandatory Registration Statement required hereunder shall be on Form S-1 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, in which case the Mandatory Registration Statement shall be on another appropriate form in accordance herewith).
Notwithstanding anything to the contrary herein, the Company’s obligations to include a Holder’s Registrable Securities in a Registration Statement are contingent upon such Holder furnishing in writing to the Company such information regarding such Holder, the securities of the Company held by such Holder and the intended method of disposition of such Holder’s Registrable Securities as shall be reasonably requested by the Company to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations.
3. Registration Procedures. In connection with the Company’s registration obligations hereunder, and during the Effectiveness Period, the Company shall:
(a) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended, to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to the Registration Statement or any amendment thereto.
(b) Notify each Holder of Registrable Securities included in the Registration Statement, as promptly as reasonably possible, (i) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; and (ii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation of any Proceeding for such purpose.
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(c) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(d) Promptly deliver to each Holder upon reasonable request, without charge, an electronic copy of the final Prospectus or Prospectuses and each amendment or supplement thereto. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(b).
(e) Prior to any resale of Registrable Securities by Holder, use its best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by a Holder under the securities or blue sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject, or file a general consent to service of process in any such jurisdiction.
(f) Upon the occurrence of any event that makes, or with the passage of time would make, the financial statements included in the Registration Statement ineligible for inclusion therein, or, that makes, or with the passage of time would make, any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect, as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(g) Use its Reasonable Best Efforts to comply with all applicable rules and regulations of the Commission relating to the registration of the Registrable Securities pursuant to the Registration Statement or otherwise.
(h) The Company covenants that it shall use Reasonable Best Efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder so long as any Holder owns any Registrable Securities, but in no event longer than two (2) years after the date the Registration Statement is declared effective; provided, however, that the Company may delay any such filing but only pursuant to Rule 12b-25 under the Exchange Act, and the Company shall take such further reasonable action as a Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.
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4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement, other than fees and expenses of counsel or any other advisor retained by the Holder(s) and discounts and commissions with respect to the sale of any Registrable Securities by the Holder(s). The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to any filings required to be made with the Trading Market on which the Ordinary Shares are then listed for trading, and (B) in compliance with applicable state securities or blue sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, in its sole discretion, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
5. Indemnification.
(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents and employees of it, each Person who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses relating to an Indemnified Party’s actions to enforce the provisions of this Section 5 (collectively, “Losses”), as incurred, to the extent arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of prospectus, or in any amendment or supplement thereto, (ii) in the case of an occurrence of an event of the type specified in Section 3(b)(iii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of written notice from the Company that the use of the applicable Prospectus may be resumed, or (ii) the failure of such Holder to deliver a prospectus prior to the confirmation of a sale. The Company shall notify the Holders promptly of the institution, threat or assertion of any proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.
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(b) Indemnification by Holder. Each Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based upon: (i) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (1) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished (or in the case of an omission, not furnished) in writing by or on behalf of such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus (or, in each case, any amendment or supplement thereto) or (2) to the extent that (A) such untrue statements or omissions are based solely upon information regarding such Holder furnished (or in the case of an omission, not furnished) in writing to the Company by or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence of an event of the type specified in Section 3(b)(iii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of written notice from the Company that the use of the applicable Prospectus may be resumed, or (C) the failure of such Holder to deliver a Prospectus prior to the confirmation of a sale. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the Purchase Price paid by the Holder in the Purchase Agreement.
(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, however, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except and only to the extent that such failure shall have materially prejudiced the Indemnifying Party.
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An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel for all Indemnified Parties in any matters related on a factual basis shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.
All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 6) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided, however, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.
(d) Contribution. If a claim for indemnification under Section 5(a) or Section 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.
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6. Miscellaneous.
(a) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.
(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and each Holder of the then outstanding Registrable Securities.
(c) Notices. Any notice, request or other document required or permitted to be given or delivered to a Holder or to the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.
(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of the Holders.
(e) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing the same (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature were the original thereof.
(f) Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be instituted in the courts of the State of New York sitting in New York County or in the United States District Court for the Southern District of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the courts of the State of New York sitting in New York County or in the United States District Court for the Southern District of New York, and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements.
(g) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[SignaturePage Follows]
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INWITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.
| COMPANY: | ROADZEN INC. |
|---|---|
| By: | |
| Name: | |
| Title: | |
| HOLDER: | |
| By: | |
| Name: | |
| Title: |
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Exhibit10.3
AMENDMENTTO THE
RESTRICTEDSTOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS 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 July 23, 2025 (the “Effective Date”), by and between Roadzen Inc., a British Virgin Islands Business company (“RoadzenBVI” or the “Company”), as successor in interest to Roadzen, Inc., a Delaware corporation (“Roadzen(DE)”) and Rohan Malhotra (“Recipient” and together with the Company the “Parties”).
WI T N E S S E T H:
WHEREAS, Roadzen (DE) and Recipient entered into that certain RSU Agreement whereby Roadzen (DE) granted Recipient 206,399 Restricted Stock Units in Roadzen (DE) which was thereafter converted into 5,616,550 Restricted Stock Units in Roadzen BVI (the “RSUs”), and
WHEREAS, the RSUs were granted pursuant to the terms, provisions and conditions set forth in the RSU Agreement and that certain Roadzen, Inc. 2023 Equity Incentive Plan and thereafter assumed under the Roadzen Inc. 2023 Omnibus Incentive Plan, as amended from time to time and/or assumed (the “Plan”), and
WHEREAS, the Parties previously entered into a First Amendment to the RSU Agreement on September 13, 2024 (the “First Amendment”), and
WHEREAS, in connection with ongoing efforts to restructure and recapitalize the Company, and in consideration for the continuation of Recipient’s employment with the Company, the Recipient and the Company each believe it to be in their best interests, and have each agreed to further amend the RSU Agreement, as previously amended by the First Amendment, to provide for additional vesting restrictions on such RSUs, on the terms and conditions set forth herein.
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NOW,THEREFORE, in consideration for the mutual covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto amend the RSU Agreement as set forth below. Capitalized terms used but not defined herein shall have the meaning ascribed to it under the RSU Agreement and the Plan, as the case may be.
1. Section 1(b) of the RSU Agreement shall be replaced, in its entirety, with the following:
(b) Vesting. The Restricted Stock Units shall vest in the following amounts on the following dates (each, a “Vesting Date”), subject to the Participant’s Continuous Service from the Grant Date through the vesting date:
| Number of Restricted Stock Units | Vesting Date |
|---|
For the avoidance of doubt, if the Participant incurs a change in the capacity in which the Participant renders service to the Company Group as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service for a member of the Company Group before the Restricted Stock Units have vested, such change in status alone shall not constitute a termination of Continuous Service for purposes of this Award.
Notwithstanding anything to the contrary in the Grant Notice or this Agreement, upon the termination of the Participant’s Continuous Service either on account of the Participant’s death, Disability or by the Company without Cause (each, a “Qualifying Termination”), then the unvested portion of the RSUs shall become immediately vested as of the date of such Qualifying Termination. Upon the termination of the Participant’s Continuous Service for any reason other than a Qualifying Termination (an “Unqualified Termination”), the Vesting Date of the RSUs shall revert to the original RSU Agreement as outlined in section 2(a) - General Vesting. In addition, in the event of a Change in Control of the Company during the Participant’s Continuous Service, then the unvested portion of the RSUs shall become immediately vested as of the date of such Change in Control.
2. It is hereby clarified that no separate India Sub Plan has been adopted by the Company in relation to the Plan and/or the RSU Agreement. Accordingly, any reference to the term, “India Sub Plan” under the Plan and/or RSU Agreement be and is hereby deleted.
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3. This Amendment shall form an integral part of the RSU Agreement. Except as otherwise provided under Clause 1 above, in all other respects, the RSU Agreement shall remain unchanged. All references to the RSU Agreement shall include reference to this Amendment.
4. In the event of any inconsistency between this Amendment and the RSU Agreement, the provisions of this Amendment shall prevail so far as the matters contained herein.
5. The parties to this Amendment agree and undertake to take all necessary actions to give effect to this Amendment.
6. Each party to this Amendment confirms that it has the full legal right, capacity and authority to enter into this Amendment, and the provisions of this Amendment, as applicable to each of them, constitute a legal, valid and binding obligation on each of them.
7. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws.
8. This Amendment may be executed by DocuSign, facsimile or .PDF in any number of counterparts, any one of which shall be an original, but all of which shall be one and the same instrument.
[signaturepage to follow]
| 3 |
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INWITNESS WHEREOF, the parties have caused this instrument to be executed the day and year first above written.
| ROADZEN, INC. |
|---|
| By: |
| Name: |
| Title: |
| ROADZEN INC. |
| By: |
| Name: |
| Title: |
| RECIPIENT |
| Name: |
| 4 |
| --- |