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 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).
WARRANT TO PURCHASE ORDINARY SHARES
OF
ROADZEN INC.
No. [●] Ordinary Shares
FOR VALUE RECEIVED, [●], 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 [●] 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 per share as set forth below, subject to the vesting provisions set forth in Section (a)(3) hereof. 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 Sections (f) or (h) 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.” The Exercise Price shall be a price equal to 80% of the lower of (i) the Volume-Weighted Average Price (“VWAP”) of the Company’s Ordinary Shares (RZDN), as reported on the relevant market or exchange, over the sixty (60) trading days subsequent to the first loan funding, (ii) the opening price of RDZN, as reported on the relevant market or exchange, in any public offering of straight equity securities of the Company occurring within six (6) months after the issue date of the Warrants, and (iii) the VWAP of the Company’s Ordinary Shares (RDZN), as reported on the relevant market or exchange, over the sixty (60) trading days immediately prior to the vesting of the Warrants.
This Warrant to Purchase Ordinary Shares (this “Warrant”) is being issued pursuant to that certain Securities Purchase Agreement, dated as of March 28, 2024, to which the Holder and the Company, are parties (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
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Notwithstanding anything to the contrary herein, (A) this Warrant may be exercised only with respect to any Warrant Shares that have vested in accordance with the terms hereof, and (B) this Warrant shall vest in full and become immediately exercisable with respect to all remaining Warrant Shares immediately prior to the closing of a Company Sale (as defined below) during the Exercise Period.
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[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: By: |
COMPANY:
ROADZEN INC. By: |
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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 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 # |
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(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 # |
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Name of Holder:
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