Exhibit 2.4
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of June 29, 2023, is entered into by and among Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (“Vahanna”), Vahanna Merger Sub Corp., a Delaware corporation and a wholly-owned Subsidiary of Vahanna (“Merger Sub”), and Roadzen, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
R E C I T A L S :
WHEREAS, Vahanna, Merger Sub and the Company are parties to that certain Agreement and Plan of Merger, dated as of February 10, 2023 (the “Merger Agreement”);
WHEREAS, Section 2.2(b)(v) of the Merger Agreement provides, among other things, that the Parties shall reserve a number of Vahanna Common Shares for issuance under the New Incentive Plan based on the number of Vahanna Common Shares outstanding immediately following the Closing;
WHEREAS, Vahanna and the Company desire to adjust the terms of the Merger Agreement insofar as they relate to the New Incentive Plan;
WHEREAS, Section 8.3 of the Merger Agreement provides that, prior to the Closing, the Merger Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Vahanna and the Company; and
WHEREAS, Vahanna and the Company desire to amend the Merger Agreement pursuant to Section 8.3 thereof in the manner set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
1. Amendment to Section 2.2(b)(v). Section 2.2(b)(v) of the Merger Agreement is hereby amended and restated in its entirety as follows:
(v) New Incentive Plan. The Parties shall reserve certain shares of Vahanna Common Shares for issuance under an incentive plan (the “New Incentive Plan”), which shall consist of two components: (x) a long-term incentive plan, pursuant to which Vahanna may grant cash and equity incentive awards and compensation to officers, directors, employees and other eligible service providers (the “LTIP”), and (y) an employee stock purchase plan (the “ESPP”), in each case in substantially the forms set forth in Exhibit G and Exhibit H, respectively, annexed hereto, which the board of directors of Vahanna shall adopt prior to the Vahanna Shareholder Meeting and recommend to the Vahanna Shareholders that the same be authorized and approved at the Vahanna Shareholder Meeting. As soon as practicable following the expiration of the sixty (60) day period following the date Vahanna has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Vahanna shall file an effective registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms) with respect to (A) the Vahanna Common Shares underlying the Vahanna Converted RSUs, (B) the Vahanna Common Shares underlying the LTIP, and (C) the Vahanna Common Shares underlying the ESPP and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements
1
