Roadzen Inc 8-K, filed Mar 5, 2025
Roadzen Inc. (RDZN)
About this 8-K
Roadzen Inc filed this 8-K on March 5, 2025, reporting on events of February 28, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2025, Roadzen Inc. (the “Company”) entered into Amendment No. 2 to the Senior Secured Note Purchase Agreement (the “Amendment”), by and among the Company, Roadzen, Inc., a wholly-owned subsidiary of the Company (the “Issuer”), the subsidiary guarantors party thereto (the “Guarantors”) and Mizuho Securities USA LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) and as a purchaser thereunder (in such capacity, the “Purchaser”), which amended the Senior Secured Note Purchase Agreement, dated as of June 30, 2023 (as previously amended, the “Note Purchase Agreement”), by and among the Issuer, the Guarantors, the Agent and the Purchaser. Among other things, the Amendment provides for (i) an extension of the maturity date of the $11.5 million in principal amount of senior secured notes issued under the Note Purchase Agreement (the “Notes”) from December 31, 2024 to December 31, 2025 and (ii) the joinder of the Company as an additional Guarantor under the Note Purchase Agreement. In addition, the Company agreed to grant the Purchaser certain registration rights with respect to the resale of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), issuable upon exercise of the Warrant (as defined below).
Also on February 28, 2025, in connection with the Amendment, the Company issued to the Purchaser an amended and restated warrant (the “Warrant”) to purchase an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share, for a total of up to 1,537,083 Ordinary Shares at an exercise price of $0.001 per share. The Warrant amends, restates and supersedes in its entirety the warrant to purchase up to 1,432,517 Ordinary Shares at an exercise price of $0.001 per shares issued to the Purchaser on May 14, 2024 pursuant to the terms of the Note Purchase Agreement.
The foregoing descriptions of the Amendment and the Warrant do not purport to be complete and are qualified in their entireties by reference to the full text of the Amendment and the Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Amendment contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
Item 3.02 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 Warrant was 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 4.1 | Amended and Restated Warrant, dated February 28, 2025. | |
| 10.1 | Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025. | |
| 104 | Cover 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: March 5, 2025 | By: | /s/ Jean-Noël Gallardo | |
|
Name: |
Jean-Noël Gallardo | ||
| Title: | Chief Financial Officer | ||
Exhibit 4.1
NEITHER THIS WARRANT NOR THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED (EXCEPT THAT NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED AS COLLATERAL TO THE LENDERS TO HOLDER(S) HEREOF).
AMENDED AND RESTATED WARRANT TO PURCHASE ORDINARY
SHARES
OF
ROADZEN INC.
|
No. M-2 Issue Date: February 28, 2025 |
1,537,083 Ordinary Shares |
FOR VALUE RECEIVED, Mizuho Securities USA LLC, or its assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Roadzen Inc., a British Virgin Islands business company (the “Company”), up to 1,537,083 shares of fully paid, validly issued and nonassessable ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”), at an exercise price of $0.001 per share. The number of Ordinary Shares to be received upon the exercise of this Warrant and the price to be paid for each Ordinary Share may be adjusted from time to time as hereinafter set forth. The Ordinary Shares deliverable upon such exercise, and as adjusted from time to time pursuant to Section (g) hereof or as otherwise provided herein, are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Ordinary Share acquirable upon exercise hereof as in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price”.
This Warrant to Purchase Ordinary Shares (this “Warrant”) is being issued pursuant to that certain Senior Secured Note Purchase Agreement, dated as of June 30, 2023, to which the Holder and Roadzen, Inc., a subsidiary of the Company, are parties (as amended by that certain Amendment No. 1 to Senior Secured Note Purchase Agreement, dated as of July 26, 2024, that certain Amendment No. 2 to Senior Secured Note Purchase Agreement, dated as of February 28, 2025, and as further amended, restated, supplemented, or otherwise modified, the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
As of the date hereof, this Warrant amends, restates and supersedes in its entirety, and is being issued in replacement of, that certain Warrant to Purchase Ordinary Shares of Roadzen Inc. No. M-1 dated May 14, 2024 (as amended prior to the date hereof, the “Original Warrant”). This Warrant shall not discharge or release the obligations of any person party to the Original Warrant or discharge any of the Obligations evidenced thereby. Nothing herein contained shall be construed as nor is intended to be a substitution or novation of the instruments, documents and agreements in respect of the obligations under the Original Warrant or this Warrant.
(a) EXERCISE OF WARRANT, VESTING.
(1) This Warrant may be exercised, in whole or in part, at any time or from time to time from the date hereof up to and including the earliest of (A) May 15, 2029, (B) the occurrence of a Change of Control or (C) the dissolution, liquidation or winding up of the Company (in each case, whether voluntary or involuntary) (the “Exercise Period”). This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of this Warrant, but not later than three (3) Business Days following the receipt of good and available funds, the Company shall issue and deliver to the Holder a certificate or book entry position for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder. As of the end of business on the date of receipt by the Company of this Warrant at its office in proper form for exercise, the Holder shall be deemed to be the holder of record of the Ordinary Shares or other property issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates or book entry positions representing such shares shall not then be physically delivered to the Holder.
(2) In lieu of paying the Exercise Price in cash, the Holder may, at its option, exercise this Warrant on a cashless basis by exchanging this Warrant, in whole or in part (a “Warrant Exchange”), into the number of Warrant Shares determined in accordance with this Section (a)(2), by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the “Exchange Date”). Certificates or book entry positions for the shares issuable upon such Warrant Exchange and, if this Warrant should be exercised in part only, a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, the number of Warrant Shares issuable upon exercise shall be equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the “Total Number”) less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the Fair Market Value of an Ordinary Share. “Fair Market Value” shall equal the average closing trading price of the Ordinary Shares as reported on the relevant market or exchange (or, if not then traded on a market or exchange but listed for quotation on the over-the-counter bulletin board, on the over-the-counter bulletin board) for the five (5) trading days immediately preceding the date of the Notice of Exchange or, if the Ordinary Shares are not listed or admitted to trading on any market or exchange or listed for quotation on the over-the-counter bulletin board, and the average price cannot be determined as contemplated above, the Fair Market Value of the Ordinary Shares shall be as reasonably determined in good faith by the Company’s Board of Directors and the Holder one Business Day prior to the Exchange Date.
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(3) As of the date hereof, this Warrant is fully vested and immediately exercisable with respect to all Warrant Shares hereunder.
(4) Notwithstanding anything else herein to the contrary, this Warrant shall be deemed to have been automatically exercised in full by the Holder pursuant to Section (a)(2) above immediately prior to the consummation of a Company Sale in which the consideration to be paid or distributed in respect of each Ordinary Share is greater than the Exercise Price immediately prior to such Company Sale. For purposes hereof, “Company Sale” means the occurrence of: (A) a merger, business combination or consolidation of the Company with a third party that is not an affiliate of the Company, following which the shareholders of the Company and holders of other securities of the Company that are exercisable for or convertible into ordinary shares of the Company, collectively, immediately preceding such merger, business combination or consolidation do not hold, directly or indirectly, a majority of the equity interests of the Person surviving or resulting from such merger, business combination or consolidation; (B) the sale or disposition, whether in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company (together with all of its subsidiaries) to a third party that is not an affiliate of the Company; or (C) the sale or disposition to a third party that is not an affiliate of the Company, whether in a single transaction or a series of related transactions, of all or substantially all of the equity interests in the Company (by merger, exchange, consolidation or otherwise), following which the shareholders of the Company immediately preceding such sale or disposition do not hold, directly or indirectly, a majority of the equity interests of such third party. The Company shall notify the Holder of any proposed Company Sale at least fifteen (15) days prior to the expected closing of the Company Sale.
(b) REPRESENTATIONS OF HOLDER. The Holder represents and warrants to the Company, as of the date of issuance of this Warrant, that Holder (i) is an “accredited investor,” as defined in Rule 501 promulgated under the Securities Act, (ii) understands the risks of, and other considerations relating to, a purchase of this Warrant, (iii) understands that the Warrants and/or the Warrant Shares may not be sold, transferred, hypothecated or pledged, except pursuant to an effective registration statement under the Securities Act and under any applicable state securities law, or pursuant to an available exemption from the registration requirements of the Securities Act and any applicable state securities laws, in all cases established to the satisfaction of the Company, and (iv) the Holder has been given the opportunity to obtain such additional information that it believes is necessary.
(c) FRACTIONAL SHARES. No fractional shares or strips representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the Fair Market Value of an Ordinary Share.
(d) SHARES RESERVED FOR ISSUANCE. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant all Ordinary Shares of the Company from time to time issuable upon exercise of this Warrant. All such shares shall be duly authorized and, when issued upon exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable.
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(e) LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone. In the event that this Warrant is lost, stolen destroyed, or mutilated, Holder shall pay all reasonable attorneys’ fees and expenses incurred by the Company in connection with the replacement of this Warrant and the issuance of a new Warrant.
(f) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
(g) ANTI-DILUTION PROVISIONS. In case the Company shall hereafter (i) declare a dividend or make a distribution on its outstanding Ordinary Shares in Ordinary Shares, (ii) subdivide or reclassify its outstanding Ordinary Shares into a greater number of shares, or (iii) combine or reclassify its outstanding Ordinary Shares into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of Ordinary Shares outstanding after giving effect to such action. and the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such action. The number of Ordinary Shares that the Holder shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of Ordinary Shares that would otherwise (but for the provisions of this Section (g)) be issuable on such exercise by a fraction of which (i) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section (g)) be in effect, and (ii) the denominator is the Exercise Price in effect on the date of such exercise (taking into account the provisions of this Section (g)). Notwithstanding the foregoing, in no event shall the Exercise Price be less than the par value of the Ordinary Shares. Adjustment pursuant to this Section (g) shall be made successively whenever any event listed above shall occur. In the event the Company shall hereafter declare a dividend or make a distribution on its outstanding Ordinary Shares in securities of the Company other than Ordinary Shares, then and in each such event provisions shall be made so that the holders of Warrants shall receive upon conversion thereof in addition to the number of Ordinary Shares receivable thereupon, the amount of securities of the Company which they would have received had their Warrants been converted into Ordinary Shares on such record date and had thereafter, during the period from the date of such event to and including the Exchange Date, retained such securities (together with any distributions payable thereon during such period) receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section (g) with respect to the rights of the holders of the Warrants. When any adjustment is required to be made in the number of Ordinary Shares or the Exercise Price pursuant to this Section (g), the Company shall promptly mail to the Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustments, (ii) the Exercise Price or number of Ordinary Shares, as applicable, after such adjustment, and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.
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(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be outstanding, (i) if the Company shall pay any dividend or make any distribution upon the Ordinary Shares or (ii) if the Company shall offer to the holders of Ordinary Shares for subscription or purchase by them any share of any class or any other rights or (iii) if any capital reorganization of the Company, reclassification of the ordinary shares of the Company, consolidation or merger of the Company with or into another corporation (other than an affiliate of the Company) , sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation (other than an affiliate of the Company), or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed to the Holder, at least ten (10) days’ prior the earlier of the dates specified in (x) and (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Ordinary Shares or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding Ordinary Shares, or in case of any consolidation or merger of the Company with or into another corporation (other than with an affiliate in which the Company is the continuing corporation or a in which the Ordinary Shares of the Company outstanding immediately prior thereto represents immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) 50% or more of the combined voting power and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such transaction and economic interests in the Company or such surviving or acquiring entity outstanding immediately prior such transaction and which does not result in any reclassification, capital reorganization or other change of outstanding Ordinary Shares) or in case of any sale, lease or conveyance to another corporation (other than an affiliate of the Company) of the property of the Company in the entirety (all such transactions collectively a “Reorganization”), the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase or receive the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of Ordinary Shares that might have been purchased or received upon exercise of this Warrant immediately prior to such Reorganization. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications, capital reorganizations and changes of Ordinary Shares and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional Ordinary Shares shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Ordinary Shares, any such issue shall be treated as an issue of Ordinary Shares covered by the provisions of Section (g) hereof.
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(j) REGISTRATION RIGHTS. The Company agrees that, within thirty (30) calendar days after the date hereof (or such later date agreed with the Holder in writing (which may be by email)), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering under the Securities Act the resale of all of the Warrant Shares issuable upon exercise of all the Warrants issued to the Holders, and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar days following the filing thereof. In no event shall any of the Holders be identified as a statutory underwriter in the Registration Statement unless requested by the SEC and consented to in writing by such Holder; provided, that if the SEC requests that any of the Holders be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw its Warrant Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Warrant Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Ordinary Shares by the selling shareholders named therein or otherwise, such Registration Statement shall register for resale such number of Warrant Shares equal to the maximum number of Warrant Shares as is permitted by the SEC. In such event, the number of Ordinary Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Ordinary Shares under Rule 415 under the Securities Act, the Company shall file a new Registration Statement to register such Ordinary Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section (j). For purposes of this Section (j), “Warrant Shares” shall mean, as of any date of determination, the Warrant Shares issuable pursuant to the exercise of the Warrants acquired by the Holders and any other equity security issued or issuable with respect to such Warrant Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and as adjusted from time to time pursuant to Section (g) hereof or as otherwise provided herein, and “Holders” shall include any person to whom rights under this Section (j) have been properly assigned in accordance with the terms of the Warrant. The Company shall use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Warrant Shares may be resold without volume or manner of sale limitations pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and (ii) the date on which such Warrant Shares have actually been sold.
(k) NO NET-CASH SETTLEMENT. Except as expressly provided herein, in no event will the Holder be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in securities.
(l) MODIFICATION OF AGREEMENT. The provisions of this Warrant may from time to time be amended, modified or waived, by the Company and the holder of this Warrant.
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(m) TRANSFER OF WARRANT. This Warrant shall inure to the benefit of the successors to and assigns of the Holder; provided, however, this Warrant may not be pledged, sold, assigned or otherwise transferred, directly or indirectly, by operation of law, change of control, or otherwise, except in compliance with applicable registration requirements of securities laws or an available exemption therefrom (except that, notwithstanding the foregoing, this Warrant may be pledged as collateral to the lenders to the Holder(s) hereof). This Warrant and all rights hereunder are registrable at the office or agency of the Company referred to below by the Holder in person or by its duly authorized attorney, upon surrender of this Warrant properly endorsed accompanied by an assignment form in a reasonable and customary, duly executed by the transferring Holder and the transferee. Upon surrender of this Warrant to the Company or at the office of its transfer agent and registrar, with the assignment form duly executed, the Company shall, without charge, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such instrument of assignment (any such assignee will thereupon be a “Holder” for purposes of this Warrant and, if Holder’s entire interest is not being assigned, in the name of the Holder, and this Warrant shall be promptly canceled.
(n) REGISTER OF WARRANTS. The Company shall maintain, at the principal office of the Company (or such other office as it may designate by notice to the Holder), a register in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each successor and prior owner of such Warrant. The Company shall be entitled to treat the Person in whose name this Warrant is so registered as the sole and absolute owner of this Warrant for all purposes.
(o) WARRANT AGENT. The Company may, by written notice to the Holder, appoint the transfer agent and registrar for the Ordinary Shares as the Company’s agent for the purpose of issuing Ordinary Shares (or other securities) on the exercise of this Warrant pursuant to Section (a), and the Company may, by written notice to the Holder, appoint an agent having an office in the United States of America for the purpose of replacing this Warrant pursuant to Section (e), or any of the foregoing, and thereafter any such replacement shall be made at such office by such agent.
(p) NOTICES, ETC. All notices and other communications from the Company to the Holder shall be mailed by first class certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by the Holder or at the address shown for the Holder on the register of Warrants referred to in Section (n).
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Warrant on the date first set forth above.
| HOLDER: | ||
| MIZUHO SECURITIES USA LLC | ||
| By: | /s/ Sherif Lotfi | |
| Name: | Sherif Lotfi | |
| Title: | Managing Director | |
| COMPANY: | ||
| ROADZEN INC. | ||
| By: | /s/ Jean-Noël Gallardo | |
| Name: | Jean-Noël Gallardo | |
| Title: | CFO | |
[Signature Page to Amended and Restated Warrant]
PURCHASE FORM / EXCHANGE NOTICE [circle applicable items]
| (1) | The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing Ordinary Shares of Roadzen Inc. (or such number of Ordinary Shares or other securities or property to which the undersigned is entitled in lieu thereof or in addition thereto under the provisions of the Warrant). |
| (2) | The undersigned hereby elects to make payment (Please check one): |
| — | on a cashless basis pursuant to the provisions of Section (a)(2) of the Warrant. |
| — | with the enclosed bank draft, certified check or money order or wire transfer payable to the Company in payment of the exercise price determined under, and on the terms specified in, the Warrant. |
| (3) | The undersigned hereby irrevocably directs that the said shares be issued and delivered as follows: |
| Name(s) in Full | Address(es) | Number of Shares | S.S. or IRS # | |||
| (4) | If the Warrant was not exercised in full, please check the following: |
The undersigned hereby irrevocably directs that any remaining portion of the Warrant be issued and delivered as follows:
| Name(s) in Full | Address(es) | Number of Shares | S.S. or IRS # | |||
| Name of Holder: | |
| Signature of Holder | |
| Print Name |
[Signature Page to Amended and Restated Warrant]
Exhibit 10.1
Execution Version
AMENDMENT NO. 2 TO
SENIOR SECURED NOTE PURCHASE AGREEMENT
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”).
RECITALS
WHEREAS, the Issuer and the Guarantors are party to 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 prior to the date hereof and as amended pursuant to Amendment No. 1, dated as of July 26, 2024, the “Existing Note Purchase Agreement” and as amended by this Amendment, the “Note Purchase Agreement”), pursuant to which the Issuer issued, and the Purchasers purchased, senior secured notes (the “Notes”) in an aggregate principal amount of $11,500,000, with a maturity date of December 31, 2024 (the “Maturity Date”);
WHEREAS, pursuant to a Request for Payment Waiver (the “December Waiver”), dated as of December 30, 2024, and a Request for Payment Waiver (the “January Waiver” and together with the December Waiver, the “Waivers”), dated as of January 31, 2025, the Issuer requested that the Agent and Purchasers waive the Issuer’s obligations to make all payments of principal, interest, and any other amount that may be due and payable under the Notes and the Existing Note Purchase Agreement on or before the Maturity Date until January 31, 2025 and February 28, 2025, respectively (the “Extended Maturity Date”), and the Agent and Purchasers agreed to the Waivers and the Extended Maturity Date;
WHEREAS, subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 4 hereof, the Issuer and Guarantors have requested, and the Agent and Purchasers have agreed, to a further extension of the maturity of the obligations under the Note Purchase Agreement until December 31, 2025; and
WHEREAS, the Issuer and the Subsidiaries of the Issuer party to the Existing Security Agreement (as defined below), as Grantors (each a “Grantor” and together with the Issuer, collective, the “Grantors”) are party to that certain Security Agreement, dated as of June 30, 2023 (as amended, modified, extended, restated, replaced, or supplemented from time to time prior to the date hereof, the “Existing Security Agreement” and as amended by this Amendment the “Security Agreement”), pursuant to which the Grantors pledged, assigned, and transferred, a security interest in the Collateral to the Purchasers and the Agent;
WHEREAS, pursuant to Section 5.11 of the Existing Note Purchase Agreement, the Parent wishes to become a “Guarantor” in accordance with the terms set forth therein.
WHEREAS, the Issuer, the Guarantors, the Purchasers and Agent wish to amend the Existing Note Purchase Agreement, on the terms and subject to the conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
1. Defined Terms. Unless otherwise defined in this Amendment, all capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Existing Note Purchase Agreement. The parties hereto hereby expressly agree that this Amendment shall constitute a Note Document for all purposes of the Note Purchase Agreement and the other Note Documents.
2. Amendments to Existing Note Purchase Agreement; Exchange of Notes. On the Amendment No. 2 Effective Date, the Existing Note Purchase Agreement is amended as follows:
a. The last line of the cover page of the Existing Note Purchase Agreement is replaced in its entirety with the following:
“Up to $11,500,000 of Senior Secured Notes Due December 31, 2025”
b. The following definitions are hereby added to Section 1.1 of the Existing Note Purchase Agreement in their proper alphabetical order:
“Amendment No. 2” means that certain Amendment No. 2 to the Senior Secured Note Purchase Agreement, dated as of February 28, 2025, by and among, the Issuer, the Guarantors party thereto, the Purchasers party thereto and the Agent.
“Amendment No. 2 Effective Date” has the meaning given to such term in the Amendment No. 2.
c. The following definition in Section 1.1 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“Maturity Date” means the earlier of (i) December 31, 2025 and (ii) the date that the Obligations shall become due and payable in full hereunder, whether by acceleration or otherwise.
d. Each of the parties hereto hereby agrees that upon the Amendment No. 2 Effective Date (as defined below), Schedules 1.01, 4.1(a), 4.1(b), 4.1(o), 4.1(kk), 5.5, 5.18, 6.1, 6.2 and 6.7 of the Existing Note Purchase Agreement are hereby replaced with Schedules 1.01, 4.1(a), 4.1(b), 4.1(o), 4.1(kk), 5.5, 5.18, 6.1, 6.2 and 6.7 attached as Exhibit A(i) hereto.
e. Each of the parties hereto hereby agrees that upon the Amendment No. 2 Effective Date (as defined below), Schedules 1 and 9 of the Existing Security Agreement are hereby replaced with Schedules 1 and 9 attached as Exhibit A(ii) hereto.
3. Joinder to Note Purchase Agreement/ Security Agreement. Effective as of the Amendment No. 2 Effective Date (as defined below):
a. Joinder to Note Purchase Agreement. In accordance with Section 5.11 of the Existing Note Purchase Agreement, Parent will deliver an executed copy of the Counterpart Agreement (including all supplements, schedules and deliverables described therein) attached as Exhibit B hereto.
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b. Joinder to Security Agreement. In accordance with Section 5.11 of the Existing Note Purchase Agreement and Section 7.11 of the Existing Security Agreement, Parent will deliver an executed copy of the Security Agreement Supplement (including all supplements, schedules and deliverables described therein) attached as Exhibit C hereto.
4. Effectiveness. The amendments to the Existing Note Purchase Agreement as set forth in Section 2 above shall become effective immediately on the date hereof upon the satisfaction of each of the following conditions precedent (the date of such satisfaction, the “Amendment No. 2 Effective Date”):
a. The Agent (or its counsel) shall have received counterparts to this Amendment and the joinder documentation described in Section 3 above, in each case, in form and substance satisfactory to the Agent and the Purchasers and which shall be duly executed by the Issuer, each Guarantor, the Purchasers and the Agent, as applicable.
b. On the Amendment No. 2 Effective Date, both immediately prior to and immediately after giving effect to this Amendment, (x) the representations and warranties set forth in Section 6 shall be true and correct in all respects and (y) no Default or Event of Default shall exist.
c. The Agent shall have received payment of all fees and expenses required to be paid on the Amendment No. 2 Effective Date under the Note Purchase Agreement, any Note Document and under any other written arrangements entered into between the Agent and the Issuer, in each case to the extent invoiced at least one (1) day prior to the Amendment No. 2 Effective Date (including, for the avoidance of doubt, all legal fees and expenses of Sidley Austin LLP as counsel to the Agent).
5. Conditions Subsequent. The failure of the Note Parties to fulfill any of the conditions subsequent set forth below by the date set forth therein will result in an immediate Event of Default which will result in all Obligations, whether evidenced by the Note Purchase Agreement, by any of the other Note Documents, or otherwise, to become due and payable unless waived by the Agent and Purchasers, in their sole discretion:
a. Registration Rights. Within thirty (30) days following the Amendment No. 2 Effective Date (or such later date agreed with the Agent in writing (which may be by email)), Parent shall file with the SEC (at Parent’s sole cost and expense) a registration statement (the “Registration Statement”) registering under the Securities Act the resale of all of the ordinary shares of Parent, $0.0001 par value per share, of Parent (the “Parent Ordinary Shares”), issuable upon exercise of all the Warrants (collectively, the “Warrant Shares”) issued to the Purchasers, and Parent shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar days following the filing thereof. In no event shall any of the Purchasers be identified as a statutory underwriter in the Registration Statement unless requested by the SEC and consented to in writing by such Purchaser; provided, that if the SEC requests that any of the Purchasers be identified as a statutory underwriter in the Registration Statement, such Purchaser will have an opportunity to withdraw its Warrant Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents Parent from including any or all of the Warrant Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Parent Ordinary Shares by the selling shareholders named therein or otherwise, such Registration Statement shall register for resale such number of Warrant Shares equal to the maximum number of Warrant Shares as is permitted by the SEC. In such event, the number of Parent Ordinary Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Parent Ordinary Shares under Rule 415 under the Securities Act, Parent shall file a new Registration Statement to register such Parent Ordinary Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 5. For purposes of this Section 5, “Warrant Shares” shall mean, as of any date of determination, the Warrant Shares issuable pursuant to the exercise of the Warrants acquired by the Purchasers and any other equity security issued or issuable with respect to such Warrant Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “Purchasers” shall include any person to whom rights under this Section 5 have been properly assigned in accordance with the terms of the Note Purchase Agreement. Parent shall use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement until the earliest of (i) the date on which the Warrant Shares may be resold without volume or manner of sale limitations pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) and without the requirement for Parent to be in compliance with the current public information requirement under Rule 144 and (ii) the date on which such Warrant Shares have actually been sold (such earliest date, the “End Date”).
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b. In the case of the registration, qualification, exemption or compliance effected by Parent pursuant to the Note Purchase Agreement, Parent shall, upon reasonable request, inform each of the Purchasers as to the status of such registration, qualification, exemption and compliance. Parent shall, at its expense:
(i) until the End Date, advise each of the Purchasers as promptly as practicable: (A) when a Registration Statement or any post-effective amendment thereto has become effective; (B) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; (C) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Warrant Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (D) of the occurrence of any event that requires the making of any changes in the Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary set forth herein, Parent shall not, when so advising each of the Purchasers of such events, provide each of the Purchasers with any material, nonpublic information regarding Parent other than to the extent that providing notice to the Purchasers of the occurrence of the events listed in (A) through (D) above constitutes material, nonpublic information regarding Parent;
(ii) until the End Date, use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as promptly as reasonably practicable and to enable each of the Purchasers to sell the Warrant Shares under the Registration Statement;
(iii) until the End Date, upon the occurrence of any event contemplated in clause (i) above, Parent shall use its reasonable best efforts to as promptly as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Warrant Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(iv) until the End Date, use its reasonable best efforts to cause all Warrant Shares to be listed on each securities exchange or market, if any, on which the Parent Ordinary Shares have been listed;
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(v) until the End Date, use its reasonable best efforts to take all other steps necessary to effect the registration of the Warrant Shares contemplated hereby; and
(vi) until the End Date, use its reasonable best efforts to remove any restrictive legend (or instruct Parent’s transfer agent with respect to the Parent Ordinary Shares (the “Transfer Agent”) to so remove such legend) from the Warrant Shares if (A) the Registration Statement has become effective under the Securities Act, (B) such Warrant Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of Parent), or (C) such Warrant Shares are eligible for sale under Rule 144, without the requirement for Parent to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions and without the requirement for Parent to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable). If a legend is no longer required pursuant to the foregoing, Parent will, as promptly as practicable following request by the holder, cause the Transfer Agent to remove any restrictive legends related to the book-entry account holding such Warrant Shares and make a new, unlegended entry for such book-entry shares sold or disposed of without restrictive legends.
c. Parent shall, notwithstanding any termination of the Note Purchase Agreement, indemnify, defend and hold harmless each of the Purchasers (to the extent a seller under the Registration Statement), the officers, directors, employees, advisors, and agents of each of them, and each person who controls such Purchasers (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectively, “Registration Indemnitees”) to the fullest extent permitted by applicable law, from and against any and all out-of-pocket losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement 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 to state 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, or (ii) any violation or alleged violation by Parent of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 5. Parent shall notify such Purchasers and each of the Registration Indemnitees shall notify Parent promptly of the institution, threat or assertion of any proceeding or liability arising from or in connection with the transactions contemplated by this Section 5 of which any such Persons is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Warrant Shares by such Purchasers. If the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
6. Representations and Warranties. Each Purchaser hereby makes each of the representations and warranties set forth in Section 4.2 of the Existing Note Purchase Agreement on and as of the Amendment No. 2 Effective Date. In addition, the Issuer hereby represents and warrants to the Agent, and the Purchasers on and as of the Amendment No. 2 Effective Date that:
a. Each Note Party party hereto (a) is a Person duly incorporated, organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, organization or formation (to the extent such concept of good standing exists in such jurisdiction), (b) has all requisite power and authority to execute, deliver and perform its obligations under the this Amendment and the other Note Documents to which it is a party and to incur indebtedness thereunder, (c) is duly qualified and in good standing (to the extent such concept of good standing exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, and (c) since the Closing Date, no event, circumstance or change, either individually or in the aggregate, has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.
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b. The execution and delivery by each Note Party party hereto of this Amendment, the performance by each Note Party party hereto of this Amendment and the Note Purchase Agreement and the incurrence of indebtedness thereunder, (i) have been duly authorized by all necessary corporate or other organizational action, and (ii) do not (1) contravene the terms of any of such Person’s Organization Documents, (2) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 6.2 of the Existing Note Purchase Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (3) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clauses (2) and (3), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.
c. This Amendment has been duly executed and delivered by each Note Party that is a party hereto. This Amendment constitutes, and, when it becomes effective on the Amendment No. 2 Effective Date, the Note Purchase Agreement will constitute, a legal, valid and binding obligation of such Note Party, enforceable against each Note Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity principles of good faith and fair dealing.
d. The representations and warranties of each Note Party set forth in Section 4 of the Existing Note Purchase Agreement and in each other Note Document are true and correct in all material respects on and as of the Amendment No. 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
e. No Default or Event of Default exists immediately prior to or immediately after giving effect to this Amendment on the Amendment No. 2 Effective Date.
f. No material approval, consent, exemption, authorization, or other action by, notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by (other than respect to filing of the Registration Statement and required SEC approval of the matters set forth in Section 5 of this Amendment), or enforcement against, any Note Party of this Amendment, the grant by any Note Party of the Liens granted by it pursuant to the Collateral Documents, the perfection (if and to the extent required by the Collateral and Guarantee Requirement) or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or the exercise by the Agent or any Purchaser of its rights under the Note Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Note Parties in favor of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement).
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g. The Issuer has delivered to the Purchaser a true, complete and accurate copy of its Parent’s equity capitalization table as of the Amendment No. 2 Effective Date as set forth in Exhibit D hereto.
7. References to Amended Senior Secured Note Purchase Agreement. On and after the Amendment No. 2 Effective Date, the parties agree that all references in the Note Purchase Agreement, the Note, and each of the other Note Documents to “this Amendment”, “the Agreement”, “the Note”, “the Note Purchase Agreement”, “the Senior Secured Note Purchase Agreement”, “the Note Documents”, “hereunder”, “hereof”, “thereunder”, “thereof” and words of like import shall mean and be a reference to the Existing Note Purchase Agreement as amended by this Amendment.
8. Effect of Amendments. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Secured Party under the Note Purchase Agreement or any other Note Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in any of the Note Purchase Agreement and any other Note Documents, except as expressly provided herein, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall be deemed a “Note Document” as defined in the Agreement.
9. Further Assurances. Each of the undersigned Note Parties, shall, at the request of the Agent and at such Note Party’s own expense, do all such other acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Amendment.
10. Release. In consideration of the foregoing amendments, the Note Parties, and, to the extent the same is claimed by right of, through or under the Issuer or any Guarantor, for its past, present and future successors in title, representatives, assignees, agents, officers, directors and shareholders, does hereby and shall be deemed to have forever remised, released and discharged each of the Secured Parties, and their respective Affiliates, and any of the respective successors-in-title, legal representatives and assignees, past, present and future officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons and entities to whom any Secured Party or any of its Affiliates would be liable if such persons or entities were found to be liable to the Issuer or any other Note Party, or any of them (collectively hereinafter the “Indemnified Parties”), from any and all manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including without limitation those arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Indemnified Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Amendment or the Note Documents, and the transactions contemplated hereby and thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing, except the obligations required to be performed by any Secured Party or its Affiliates or agents under the Note Documents on or after the date hereof.
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11. No Actions, Claims, Etc. Each Note Party acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages or liabilities of whatever kind or nature, in law or in equity, against any Secured Party, in any case, arising from any action or failure of any Secured Party to act under this Amendment or any other Note Document on or prior to the date hereof, or of any offset right, counterclaim or defense of any kind against any of its respective obligations, indebtedness or liabilities to any Secured Party or any of their Affiliates under this Amendment or any other Note Document. Each Note Party unconditionally releases, waives and forever discharges on its own behalf and on behalf of each of its subsidiaries and Affiliates (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any Secured Party to such Note Party, except the obligations required to be performed by any Secured Party or its Affiliates or agents under the Note Documents on or after the date hereof and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which such Note Party might otherwise have against any Secured Party in connection with this Amendment or the other Note Documents or the transactions contemplated thereby, in the case of each of clauses (i) and (ii), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind.
12. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. This Amendment and the rights and obligations of the parties hereunder and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out or relating to this Amendment, the New Note, and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations law thereof.
13. Counterparts; Electronic Execution and Transmission.
a. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which, when so executed and taken together, shall constitute a single contract.
b. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic images of manually executed signatures or electronic records, transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including DocuSign). The use of electronic signatures and electronic records shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based record-keeping system, as the case may be, to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.
14. Confirmation of Outstanding Obligations. The parties hereto hereby acknowledge and agree that, as of the date hereof after giving effect to the Amendment No. 2 Effective Date, the outstanding principal amount of the Notes as of such date is $11,500,000.00 in the aggregate.
15. Reaffirmation. Each of the Note Parties party hereto as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Note Party grants liens or security interests in its property or otherwise acts as a guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Existing Note Purchase Agreement and the other Note Documents to which it is a party and (ii) to the extent such Note Party granted liens on or security interests in any of its property pursuant to the Existing Note Purchase Agreement or any such other Note Document as security for or otherwise guaranteed the Obligations under or with respect to the Existing Note Purchase Agreement or the other Note Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations in accordance with the terms of the Existing Note Purchase Agreement and the other Note Documents to which it is a party. Each of the Note Parties party hereto hereby consents to this Amendment and acknowledges that each of the Existing Note Purchase Agreement and the other Note Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not constitute a novation of the Obligations, the Existing Note Purchase Agreement or any other Note Document.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
| ROADZEN, INC. | ||
| By: | /s/ Rohan Malhotra | |
| Name: | Rohan Malhotra | |
| Title: | CEO | |
| NATIONAL AUTOMOBILE CLUB | ||
| By: | /s/ Shanon Duthie | |
| Name: | Shanon Duthie | |
| Title: | President and CEO | |
| ROADZEN HOLDINGS (UK) LIMITED, a company incorporated and registered in England and Wales | ||
| By: | /s/ Mohit Pasricha | |
| Name: | Mohit Pasricha | |
| Title: | ||
| ROADZEN INC. f/k/a VAHANNA TECH EDGE ACQUISITION I CORP., a British Virgin Islands business company | ||
| By: | /s/ Rohan Malhotra | |
| Name: | Rohan Malhotra | |
| Title: | CEO | |
| Agreed as of the date first written above: | ||
| MIZUHO SECURITIES USA LLC, | ||
| as Agent and as a Purchaser | ||
| By: | /s/ Sherif Lotfi | |
| Name: | Sherif Lotfi | |
| Title: | Managing Director | |