RDZN · Roadzen Inc. · Insider Trading

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.34 to $1.38, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Pro rata distribution from Magellan Global, of which the reporting person is a non-managing member.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.70 to $1.71, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.42 to $1.49, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.02 to $1.14, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The warrants to purchase Ordinary Shares of Roadzen Inc. (the "Public Warrants"), are exercisable for a whole number of Ordinary Shares at any time (subject to certain exceptions provided by the governing warrant agreement).

The Public Warrants will expire on September 20, 2028, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.00 to $1.09, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.21 to $1.22, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

On December 27, 2024, the Reporting Person entered into a Subscription Agreement with Roadzen Inc., a British Virgin Islands company (the "Company"), pursuant to which the Company issued to the Reporting Person 335,000 ordinary shares, par value $0.0001 per share, of the Company, in consideration for the extinguishment of all liabilities and debts associated with certain credit arrangement between the Reporting Person and the Company, including, without limitation, an aggregate amount of $938,000 the Company borrowed from the Reporting Person.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.99 to $1.05, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.02 to $1.06, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.81 to $0.85, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.80 to $0.83, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The Forms 4s filed by the reporting person on September 3, 2024, September 9, 2024 and September 12, 2024, overstated the reporting person's beneficial ownership by 20,000 shares. The correct number of shares beneficially owned following the transaction on November 19, 2024 is reflected herein.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.82 to $0.85, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The Forms 4s filed by the reporting person on September 3, 2024, September 9, 2024 and September 12, 2024, overstated the reporting person's beneficial ownership by 20,000 shares. The correct number of shares beneficially owned following the transaction on November 19, 2024 is reflected herein.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.46 to $1.57, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.55 to $1.60, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.97 to $2.03, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.99 to $2.53, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.60 to $1.79, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.42 to $1.43, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.42 to $1.43, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).

The exercise price of the warrants reported herein (the "Warrants") is equal to 80% of the lower of (i) the volume-weighted average price ("VWAP") of the ordinary shares of the Issuer, as reported on relevant market or exchange, over the 60 trading days subsequent to the first loan funding under the Notes (as defined below), (ii) the opening price of the Issuer's ordinary shares, as reported on the relevant market or exchange, in any public offering of straight equity securities of the Issuer occurring within six months after the issue date of the warrants and (iii) the VWAP of the Issuer's ordinary shares, as reported on the relevant market or exchange, over the 60 trading days immediately prior to the Vesting Date (as defined below).

The Warrants were issued to the reporting person pursuant to a Securities Purchase Agreement dated as of March 28, 2024 by and among the Issuer, Krishnan-Shah Family Partners, LP ("KSFP") and the reporting person, and in connection with a loan made by the reporting person to the Issuer on March 28, 2024, as evidenced by a senior secured promissory note issued by the Issuer (together with a senior secured promissory note issued by the Issuer to KSFP, the "Notes").

The Warrants are exercisable in full on March 28, 2025, or earlier under certain circumstances (as applicable, the "Vesting Date").

On May 24, 2024, the reporting person received a grant of 115,000 restricted stock units ("RSUs") under the Issuer's 2023 Omnibus Incentive Plan, with each RSU representing a contingent right to receive one ordinary share of the Issuer. The RSUs vest as follows: 38,333 on November 21, 2024, 38,333 on November 21, 2025 and 38,334 on November 21, 2026.

The exercise price of the warrants is equal to 80% of the lower of (i) the volume-weighted average price ("VWAP") of the ordinary shares of the Issuer over the 60 trading days subsequent to the first loan funding under the Notes (as defined below), (ii) the opening price of the Issuer's ordinary shares in any public offering of straight equity securities of the Issuer occurring within six months after the issue date of the warrants and (iii) the VWAP of the Issuer's ordinary shares over the 60 trading days immediately prior to the Vesting Date (as defined below).

Krishnan-Shah Family Partners LP ("KSFP") received the warrants in connection with a loan made by KSFP to the Issuer on March 28, 2024, as evidenced by a senior secured promissory note issued by the Issuer (together with a senior secured promissory note issued by the Issuer to another person on that date, the "Notes").

The warrants are exercisable in full on March 28, 2025, or earlier under certain circumstances (as applicable, the "Vesting Date").

Ajay B. Shah & Lata K. Shah 1996 Trust LP is the general partner of KSFP (the "General Partner"). The reporting person and his wife, Mrs. Lata K. Shah, are the trustees of the General Partner and have voting and dispositive control over the securities held by KSFP. Accordingly, Mr. Shah and Mrs. Shah may be deemed to beneficially own the securities held by KSFP.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.96 to $3.15, inclusive.

The securities are held by Krishnan-Shah Family Partners LP. Ajay B. Shah & Lata K. Shah 1996 Trust LP is the general partner of Krishnan-Shah Family Partners LP (the "General Partner"). Mr. Shah and his wife, Mrs. Lata K. Shah, are the trustees of the General Partner and have voting and dispositive control over the securities held by Krishnan-Shah Family Partners LP. Accordingly, Mr. Shah and Mrs. Shah may be deemed to beneficially own the securities held by Krishnan-Shah Family Partners LP.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.96 to $3.09, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (3) to this Form 4.

The securities are held by Krishnan-Shah Family Partners LP. Ajay B. Shah & Lata K. Shah 1996 Trust LP is the general partner of Krishnan-Shah Family Partners LP (the "General Partner"). Mr. Shah and his wife, Mrs. Lata K. Shah, are the trustees of the General Partner and have voting and dispositive control over the securities held by Krishnan-Shah Family Partners LP. Accordingly, Mr. Shah and Mrs. Shah may be deemed to beneficially own the securities held by Krishnan-Shah Family Partners LP.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.90 to $2.92, inclusive.

The price reported in Column 8 is a weighted average price. These warrants were purchased in multiple transactions at prices ranging from $0.05 to $0.06, inclusive.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.05 to $3.20, inclusive.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.05 to $3.33, inclusive. The reporting person undertakes to provide to Roadzen Inc., any security holder of Roadzen Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) through (4) to this Form 4.

On September 20, 2023, Roadzen, Inc., a Delaware corporation ("Roadzen"), Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company ("Vahanna"), and Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna ("Merger Sub"), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna, Roadzen and Merger Sub (the "Initial Merger Agreement"), as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (the "Merger Agreement Amendment", and the Initial Merger Agreement as amended by the Merger Agreement Amendment, the "Merger Agreement").

(Continuted from Footnote 1) Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Roadzen, with Roadzen surviving the merger as a wholly owned subsidiary of Vahanna (the "Merger," and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the "Business Combination"). In connection with the consummation of the Business Combination (the "Closing"), Vahanna changed its name to "Roadzen Inc." ("RDZN"). In connection with Closing, 4,852,500 Class B ordinary shares, par value $0.0001 per share, of Vahanna held by Vahanna LLC automatically converted on a one-for-one basis into 4,852,500 ordinary shares, par value $0.0001 per share, of the new issuer, RDZN.